VMware Inc. (NYSE:VMW) entered into a definitive agreement to acquire the remaining 83.91% stake in Pivotal Software Inc. (NYSE:PVTL) (‘Pivotal') from Ford Motor Company (NYSE:F) (‘Ford'), EMC Equity Assets LLC and other shareholders for $2.9 billion on August 22, 2019. Pursuant to the terms of agreement, each issued and outstanding share of Pivotal's class A common stock will be canceled and automatically converted into the right to receive $15 in cash. Each issued and outstanding class B share of Pivotal will be converted into the right to receive 0.0550 of a share of Class B common stock of VMware. The blended offer per share is $11.71. VMware already owns 44.2 million class B shares of Pivotal. Pivotal restricted stock units and options will be cashed out in accordance to the merger consideration for Pivotal's class A common stock. Concurrently, VMware announced an agreement to acquire Carbon Black, Inc. (NasdaqGS:CBLK). The acquisition of Pivotal is expected to be funded through cash on the balance sheet, short-term borrowing capacity and sale of approximately 7.2 million shares of VMware Class B common stock to Dell Technologies. Post-acquisition, Pivotal will be wholly owned by VMware. In the event of termination, Pivotal may be required to pay VMware a fee of $95 million under certain circumstances

The R&D team will report directly into Ray O' Farrell, Executive Vice President & General Manager, Modern Apps Platform Business Unit, VMware. The transaction is subject to approval from Pivotal's shareholders at a special meeting to be held on December 27, 2019. The transaction is not subject to a financing condition. Ford has entered into a voting agreement to vote its shares of Pivotal class A common stock in favor of the transaction. The transaction has been unanimously approved by Board of Directors of VMware and Pivotal. The Board of VMware has approved the terms of agreement on unanimous recommendation of a special committee and recommended the shareholders to approve the transaction. Halper Sadeh LLP is investigating whether the sale of Pivotal Software to VMware, Inc. is fair to Pivotal Software shareholders. The transaction is expected to close in the second half of VMware's fiscal year 2020 which ends January 31, 2020. As of November 26, 2019, the transaction is expected to be completed by the end of the fiscal year.

Martin W. Korman of Wilson Sonsini Goodrich & Rosati Professional Corporation along with Barbara L. Becker and Saee M. Muzumdar of Gibson, Dunn & Crutcher LLP and William R. Dougherty, Richard Capelouto, Mark Myott, Vinay Mysoor, Anna LeGrett, Atif I. Azher, Hui Lin, Jennifer L. Nadborny, Kelli Schultz, Tristan Brown, Erin Murphy, Andrew M. Kofsky, Annie Kim and Erik T. Ward, Lori E. Lesser, Marcela Robledo and Corina McIntyre, Katharine P. Moir and Tyler S. Robbins and Naveed Anwar of Simpson Thacher & Bartlett LLP acted as legal advisors for VMware and its parent, representing Dell Technologies Inc. Tad J. Freese, Mark M. Bekheit, Anthony Klein, James Metz, Grace Lee, Hanno Kaiser, Gil Halpern, Joshua Holian and Scott Jones of Latham & Watkins LLP along with Alan F. Denenberg, Sarah K. Solum, Rachel D. Kleinberg, Pritesh P. Shah and Gregory D. Hughes of Davis Polk & Wardwell LLP acted as legal advisors for VMware. J.P. Morgan Securities LLC acted as financial advisor for VMware. Lazard Frères & Co. LLC acted as financial advisor and fairness opinion provider for special committee of the VMware Board of Directors. Morgan Stanley & Co. LLC acted as financial advisor and fairness opinion provider for special committee of the Pivotal Board of Directors. Gibson, Dunn & Crutcher LLP also served as legal counsel to the special committee of the VMware Board of Directors. Sarkis Jebejian, Joshua Zachariah of Kirkland & Ellis acted as legal advisor to Lazard. Moelis & Company acted as the financial advisor to Dell Technologies. Simpson Thacher & Bartlett LLP also acted as a legal advisor to Pivotal Software, Inc. Innisfree M&A Incorporated acted as proxy solicitor for Pivotal which will pay Innisfree a fee of approximately $45,000. Pivotal agreed to pay Morgan Stanley a fee of approximately $10 million for its services, $2.5 million of which became due and payable upon the execution of the merger agreement and the remainder of which is contingent upon the consummation of the merger. VMware has agreed to pay Lazard an aggregate fee of $12 million, $2 million of which became payable upon the rendering of Lazard's opinion and the remainder of which is payable upon completion of the merger. Moelis & Company LLC acted as financial advisor and fairness opinion provider for Dell Technologies Inc. Moelis & Company LLC will receive a fee for its services of $5 million in the aggregate, $1 million of which was paid in connection with the delivery of its opinion. Goldman Sachs & Co. LLC acted as financial advisor for Dell in connection with the sale of its stake in Pivotal. Goldman Sachs & Co. LLC will receive a transaction fee of $7 million, all of which will become payable at the consummation of the transactions contemplated by the merger agreement. As of November 7, 2019, on behalf of holders of Pivotal Software common stock Rigrodsky &Long, P.A filed a class action complaint in the United States District Court for the District of Delaware in connection with the proposed acquisition. Sullivan & Cromwell LLP is advising Goldman Sachs & Co. LLC as financial advisor to EMC Equity Assets LLC. American Stock Transfer & Trust Company, LLC acted as the transfer agent for VMware as part of the transaction.

VMware Inc. (NYSE:VMW) completed the acquisition of remaining 83.91% stake in Pivotal Software Inc. (NYSE:PVTL) (‘Pivotal') from Ford Motor Company (NYSE:F) (‘Ford'), EMC Equity Assets LLC and other shareholders on December 30, 2019.