Davis Polk advised Pivotal Software, Inc. in connection with its merger with VMware, Inc. Pursuant to the merger, holders of Pivotal’s Class A common stock are entitled to receive $15.00 per share in cash, without interest and less applicable withholding tax. Dell Technologies is entitled to receive 0.0550 of a share of VMware’s Class B common stock per each share of Pivotal’s Class B common stock that Dell owns (other than shares owned directly or indirectly by VMware).

Pivotal, headquartered in San Francisco, California, combines its cloud-native platform, developer tools and unique methodology to help the world’s largest companies transform the way they build and run their most important software applications. VMware’s cloud, networking and security, and digital workspace offerings provide a dynamic and efficient digital foundation to customers globally, aided by an extensive ecosystem of partners. VMware is headquartered in Palo Alto, California.

The Davis Polk corporate team included partners Alan F. Denenberg and Sarah K. Solum and associates Bryan M. Quinn, Katherine Schloss Ackerman and Jonathan Bye. Partner Andrew Ditchfield provided litigation advice. Partner Rachel D. Kleinberg provided tax advice. The intellectual property and technology team included partner Pritesh P. Shah and counsel Daniel F. Forester. Counsel Gregory D. Hughes and associate Charlotte R. Fabiani provided executive compensation advice. Members of the Davis Polk team are based in the Northern California and New York offices.