PALO ALTO, Calif., Sept. 06, 2019 – VMware announced that its wholly owned subsidiary, Calistoga Merger Corp. (“Merger Sub”), has commenced a cash tender offer to purchase all of the outstanding shares of common stock, par value $0.001 per share, of Carbon Black , a leader in cloud-native endpoint protection, for a price of $26 per share (the “Tender Offer”).
The Tender Offer is being made upon the terms and subject to the conditions set forth in the offer to purchase, dated September 6, 2019, and the related letter of transmittal and pursuant to the previously announced agreement and plan of merger (the “Merger Agreement”), entered into by and among Merger Sub, VMware and Carbon Black on August 22, 2019. The offer will expire at 12:00 midnight, New York City Time, at the end of the day on October 3, 2019 (the “Expiration Time”). Any extension of the Tender Offer will be followed by public announcement of the extension no later than 9:00 a.m., New York City Time, on the next business day after the Expiration Time.
VMware will file today a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission. The offer to purchase contained within the Schedule TO sets out the full terms and conditions of the Tender Offer. The Tender Offer is subject to customary conditions, including the tender of at least a majority of the shares of Carbon Black and the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, among others.
