VMware Recommends Rejection of Below-Market Mini-Tender Offer by TRC Capital Corporation

VMware, Inc. (NYSE: VMW), a leading innovator in enterprise software, today announced that it received notice of an unsolicited "mini-tender" offer by TRC Capital Corporation (“TRC”) to purchase up to 1 million shares of VMware's Class A common stock (“common stock”) at a price of $118.50 per share in cash. TRC’s offering price is 4.23% less than the closing price of $123.74 per share of VMware's common stock on January 21, 2022, the last trading day before TRC commenced its mini-tender offer. If all shares are acquired, TRC’s ownership would represent approximately 0.24% of VMware’s outstanding common stock.

VMware is not affiliated with TRC, its mini-tender offer or the mini-tender offer documentation and does not endorse TRC's unsolicited mini-tender offer.

VMware recommends that VMware stockholders do not tender their shares in response to the TRC offer. VMware recommends that stockholders who have not responded to TRC's offer take no action. VMware stockholders who have already tendered their shares may withdraw them at any time prior to 12:01 a.m., New York City time, on February 23, 2022, the expiration date set forth in the offer documents (unless extended), by following the procedures described in the offer documents.

TRC has included in the terms of its offer a condition that the price of VMware’s common stock must not decrease. Based on the terms of the offer, unless TRC decides to waive this condition, VMware stockholders who tender their shares in the offer would receive a below-market price for their shares through the tender offer. The offer is also subject to numerous other conditions, including TRC’s ability to obtain sufficient financing to consummate the offer.

Stockholders should obtain current market quotations for their shares, review the conditions to TRC’s mini-tender offer, consult with their brokers or financial advisors, and exercise caution with respect to TRC's mini-tender offer. TRC has made many similar unsolicited mini-tender offers for shares of other public companies.

Mini-tender offers seek to acquire less than 5% of a company’s outstanding shares, avoiding the investor protections required for tender offers for more than 5% of a company’s outstanding shares, including the filing of disclosure and other tender offer documents with the Securities and Exchange Commission (“SEC”) and other procedures mandated by U.S. securities laws.

The SEC has cautioned investors about mini-tender offers noting that “[s]ome bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's guidance to investors on mini-tender offers is available at http://www.sec.gov/investor/pubs/minitend.htm.

VMware encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosures at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

VMware requests that a copy of this news release be included with all distributions of materials relating to TRC's mini-tender offer related to VMware’s common stock.

About VMware

VMware is a leading provider of multi-cloud services for all apps, enabling digital innovation with enterprise control. As a trusted foundation to accelerate innovation, VMware software gives businesses the flexibility and choice they need to build the future. Headquartered in Palo Alto, California, VMware is committed to building a better future through the company’s 2030 Agenda. For more information, please visit www.vmware.com/company.

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