Press Release August 22, 2019

Carbon Black to be Acquired by VMware for $2.1 Billion

The Technology and Public M&A teams advised Carbon Black (NASDAQ: CBLK) on its definitive agreement to be acquired by VMware, Inc. (NYSE: VMW). Under the terms of the transaction, which is structured as a cash tender offer, Carbon Black shareholders who validly tender (and do not properly withdraw) their shares in Carbon Black, will receive $26 per share in cash, representing an enterprise value of $2.1 billion. The transaction is expected to be funded through cash on the balance sheet, and by accessing short-term borrowing capacity. Closing of the transaction is expected in the second half of VMware’s fiscal year 2020, ending January 31, 2020, and is subject to customary conditions, including, VMware’s acquisition 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.

The combination of Carbon Black’s solutions with VMware’s security offerings, including AppDefense, Workspace ONE, NSX and SecureState, will create a modern security cloud platform for any application, running on any cloud, on any device. 

Carbon Black is a leader in cloud-native endpoint protection dedicated to keeping the world safe from cyberattacks. The CB Predictive Security Cloud® (PSC) consolidates endpoint protection and IT operations into an endpoint protection platform (EPP) that prevents advanced threats, provides actionable insight and enables businesses of all sizes to simplify operations. The company has more than 5,600 customers and 500 partners globally.

The Goodwin team was led by partners Ken Gordon, James Matarese, Blake Liggio, Jennifer Fay, Sarah Bock and Deborah Birnbach and associate Tobias Schad.

For additional details on the transaction, please read the press release.