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CA Technologies Stockholders Approve Acquisition by Broadcom
Friday 14 September 2018

14 September 2018 - Shareholders of US-based CA Technologies (NASDAQ: CA) have voted to approve the pending acquisition of the company by Singapore-based semiconductor device supplier Broadcom Inc. (NASDAQ: AVGO), the company said.

Under the agreement, CA's stockholders will receive USD 44.50 per share in cash. Subject to customary closing conditions, the transaction is expected to close in 4Q18. 

Upon the closing of the transaction, trading of CA's shares on the NASDAQ will cease.

In late August, the deal received US antitrust clearance.

The deal was announced on 11 July 2018.

Under the terms of the agreement, which has been approved by the boards of directors of both companies, CA's shareholders will receive USD 44.50 per share in cash.

This represents a premium of approximately 20% to the closing price of CA common stock on July 11, 2018, the last trading day prior to the transaction announcement, and a premium of approximately 23% to CA's volume-weighted average price for the last 30 trading days.

The all-cash transaction represents an equity value of approximately USD 18.9bn, and an enterprise value of approximately USD 18.4bn.

The transaction is expected to drive Broadcom's long-term Adjusted EBITDA margins above 55% and be immediately accretive to Broadcom's non-GAAP EPS.

On a combined basis, Broadcom expects to have last twelve months non-GAAP revenues of approximately USD 23.9bn and last twelve months non-GAAP Adjusted EBITDA of approximately USD 11.6bn.

As a specialist in mainframe and enterprise software, CA's solutions help organizations of all sizes develop, manage, and secure complex IT environments that increase productivity and enhance competitiveness.

CA leverages its learnings and development expertise across its Mainframe and Enterprise Solutions businesses, resulting in cross enterprise, multi-platform support for customers.

The majority of CA's largest customers transact with CA across both its Mainframe and Enterprise Solutions portfolios. CA benefits from predictable and recurring revenues with the average duration of bookings exceeding three years. CA operates across 40 countries and currently holds more than 1,500 patents worldwide, with more than 950 patents pending.

Broadcom plans to fund the transaction with cash on hand and USD 18bn in new, fully-committed debt financing. Broadcom expects to maintain an investment grade rating, given its strong cash flow generation and intention to rapidly de-leverage.

The transaction is subject to customary closing conditions, including the approval of CA shareholders and antitrust approvals in the US, the EU and Japan.

Careal Property Group AG and affiliates, who collectively own approximately 25% of the outstanding shares of CA common stock, have entered into a voting agreement to vote in favor of the transaction.
The closing of the transaction is expected to occur in 4Q18.
Details
Date Published: 14/09/2018
Target: CA Technologies
Country: USA
Deal Size: 18.9bn (USD)
Sector: Computer Software
Type: Corporate acquisition
Financing: Cash
Status: Agreed
Vendor: Careal Property Group AG and affiliates (25%)
Buyer: Broadcom Inc
Comment:
Terms of the deal were not disclosed

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