Originally published September 27, 2019 via GlobeNewswire. Reproduced for reference. Source: globenewswire.com
Overview
VMware, Inc. (NYSE: VMW) and Carbon Black, Inc. (NASDAQ: CBLK) jointly announced on September 27, 2019 that VMware had extended the expiration period of its previously announced cash tender offer to acquire all outstanding shares of Carbon Black common stock at a price of $26.00 per share.
The extension was required to comply with a mandatory regulatory waiting period under Austrian competition law before the acquisition could be formally cleared in that jurisdiction.
Why the Deadline Was Extended
On September 24, 2019, the Austrian Federal Competition Authority (Bundeswettbewerbsbehörde) verbally confirmed it had no objections or further questions regarding the proposed transaction. However, under the Austrian Cartel Act, a mandatory four-week waiting period must expire before the authority’s clearance is considered legally effective. That four-week period was set to expire at midnight, Central European Time, on Friday, October 4, 2019.
To ensure full compliance with the Austrian Cartel Act, VMware extended the tender offer expiration to 5:00 p.m. New York City time on Monday, October 7, 2019. All other terms and conditions of the offer remained unchanged.
What Stockholders Need to Know
- Stockholders who had already tendered their Carbon Black shares were not required to re-tender or take any further action as a result of the extension.
- As of 5:46 p.m. New York City time on September 25, 2019, American Stock Transfer & Trust Company, LLC (the depositary for the tender offer) reported that approximately 12,104,717 shares of Carbon Black had been validly tendered and not withdrawn — representing roughly 16% of Carbon Black’s outstanding shares.
- Completion of the tender offer remained subject to regulatory clearance in Austria and other customary closing conditions, including the tender of at least a majority of Carbon Black’s outstanding shares.
About Carbon Black
Carbon Black (NASDAQ: CBLK) was a leader in cloud-native endpoint protection. Its CB Predictive Security Cloud® (PSC) consolidated endpoint protection and IT operations into a unified endpoint protection platform (EPP) capable of preventing advanced threats and providing actionable security intelligence. The platform analyzed billions of security events per day globally, giving customers insight into attacker behavior to detect, respond to, and stop emerging threats.
At the time of the acquisition announcement, Carbon Black served more than 5,600 global customers — including approximately one-third of the Fortune 100. Its partner ecosystem included more than 500 MSSPs, VARs, distributors, and technology integrations, along with leading incident-response firms that used Carbon Black technology in more than 500 breach investigations per year.
About VMware
VMware (NYSE: VMW) develops software that powers complex digital infrastructure worldwide. Its portfolio spans cloud infrastructure, networking and security, and digital workspace solutions. Headquartered in Palo Alto, California, VMware serves customers globally through an extensive partner ecosystem.
Significance for the DevOps and Security Community
The acquisition of Carbon Black represented VMware’s strategic push to embed cloud-native endpoint security directly into its infrastructure portfolio. By integrating Carbon Black’s endpoint detection and response (EDR) and EPP capabilities, VMware aimed to offer customers a tightly coupled security layer across workloads, endpoints, and cloud environments — reducing the need for disparate, bolt-on security tooling.
For DevOps and platform engineering teams, the practical implication was the eventual consolidation of Carbon Black’s agent-based threat detection into VMware’s broader ecosystem, including vSphere, NSX, and later the VMware Carbon Black Cloud product line.
Legal Notices
Forward-Looking Statements: This article reproduces statements from a press release that contains forward-looking statements subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially due to regulatory, market, operational, and integration risks. VMware and Carbon Black assumed no obligation to update forward-looking statements after the date of the original release.
Additional Information: The tender offer was made exclusively through the Offer to Purchase, Letter of Transmittal, and related Schedule TO materials filed with the U.S. Securities and Exchange Commission (SEC). Carbon Black stockholders were urged to read those materials carefully. SEC filings were available at no charge through the SEC’s public filing system (EDGAR) and through the investor relations departments of both VMware and Carbon Black.
Carbon Black and CB Predictive Security Cloud are registered trademarks or trademarks of Carbon Black, Inc. in the United States and other jurisdictions.