Latham & Watkins Advises the Special Committee of Pivotal Software’s Board of Directors in Acquisition by VMware

VMware, Inc. (NYSE: VMW), a leading innovator in enterprise software, and Pivotal Software, Inc. (NYSE: PVTL), a leading cloud-native platform provider, have announced that the companies have entered into a definitive agreement under which VMware will acquire Pivotal for a blended price per share of US$11.71, comprised of US$15 per share in cash to Class A stockholders, and the exchange of shares of VMware’s Class B common stock for shares of Pivotal Class B common stock held by Dell Technologies, at an exchange ratio of 0.0550 shares of VMware Class B stock for each share of Pivotal Class B stock. In total, the merger consideration represents an enterprise value for Pivotal of US$2.7 billion.

Latham & Watkins LLP represents the Special Committee of the Pivotal Board of Directors in the transaction with a corporate team led by Silicon Valley partners Tad Freese and Mark Bekheit, with associates Tessa Bernhardt and Nimrah Khan. Advice was also provided on technology transactions matters by Silicon Valley partner Anthony Klein, with associate Gil Halpern; on employee benefits matters by Silicon Valley partner James Metz, with associates James Robinson and Mi Zhou; on tax matters by San Francisco partner Grace Lee, with associate Jessica Chen; on antitrust matters by San Diego partner Hanno Kaiser and San Francisco partner Joshua Holian; and on privacy matters by Washington, D.C. counsel Scott Jones, with associate James Smith.