Thread regarding VMware layoffs

Proxy Vote $142.5 per share in cash or 0.2520 AVGO Stock, mechanics

Hi all,

as you all know Broadcom's offer is $142.5 per share in cash or 0.2520 AVGO Stock. Since the stock price of Broadcom is much higher obviously AVGO Stock is the better option.
Many ask how this will play out and if Silverlake / Dell will take advantage of common shareholders. In one of the documents filed (I don't remember which it was) it explains the mechanics. In case the total votes will not be 50/50 the shares or cash will be distributed pro rata accordingly. So in case everyone votes for 100% stock (or if 100% cash) the distribution will be 50% cash and 50% assigned as AVGO stock for everyone. All other cases will be pro rata and a combination of both for individual shareholders.
The vote will be conducted via a proxy vote form that will be sent to common shareholders.

Since in the past I had one instance where I haven't seen the proxy vote notification - maybe because it went to spam or I bought a the wrong cut off day, or just because I'm European :) my question is:
did anyone receive the proxy vote already? Did you get a notification to vote? (I assume not since not all approvals have been obtained yet, but I'm not sure therefore I would like to ask you guys.).

thanks in advance
Tom

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| 6681 views | | 22 replies (last August 30, 2023) | Reply
Post ID: @OP+1olwuEmd

22 replies (most recent on top)

Interactive Brokers. Account is in Europe.

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Post ID: @1ast+1olwuEmd

@1jov+1olwuEmd which broker?

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Post ID: @1wce+1olwuEmd

thanks for everyone's input and comments. Just received the invitation to vote from my broker.
___________________________________________________________________
Broadcom and VMware have entered into a merger agreement in which Broadcom will acquire all of the outstanding shares of common stock of VMware.

Shareholders are being provided the option to elect to receive either cash or stock consideration in exchange for their shares.

The terms of the offer are as follows (subject to proration):

Option 1 - Take no action

Option 2 - Tender shares for cash election: 142.50 USD per share tendered and accepted

Option 3 - Tender shares for stock election: .252 shares of Broadcom Common Stock per share tendered and accepted

Proration: Per the terms of the merger, 50% of the VMware common stock will be converted into cash and the remaining 50% will be converted into Broadcom Common Stock.

Guaranteed Delivery: Yes
Last day to purchase and be eligible to tender: 2023-09-11

The deadline to tender shares to the offer will be 2023-09-11 @ 13:00 (America/New_York)

In the absence of an election, no action will be taken, and holders will receive the default consideration to be determined.
___________________________________________________________________

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Post ID: @1jov+1olwuEmd

"Sell any stock immediately after the sale will be taxed as ordinary income and most likely at a much higher rate."

If you are selling RSUs you won't be taxed. You were already taxed when the RSUs vested.

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Post ID: @1evc+1olwuEmd

I agree, it makes sense to sell at least some of your VMW RSUs to get immediate higher cash now, and reduce the potential of risk and market volatility with AVGO at a later date.

FYI, review the VMW senior exec 'insider trading' report, they're already doing it now!

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Post ID: @1iqy+1olwuEmd

I'm still puzzled why anyone would risk waiting to sell VMW RSUs at the current favorable market price. Today, VMW $166+ on sell orders.

Fact: Sell now and you can be assured exactly what you'll get in cash, more than the BC offer, or wait and be at the mercy of the AVGO stock performance (subject to change, once the financial burden of the bank loans to acquire VMW hit their balance sheet)

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Post ID: @1qvk+1olwuEmd
Holding period transitions from VMW to AVGO during merger conversion.

This is true. The IRS views stock conversion due to merger as a non-taxable event, so the time basis is preserved.

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Post ID: @1uqp+1olwuEmd

“However the downside of this is you now need to hold the AVGO stock for at least a year to get the long term capital gains tax break.”
That is complete nonsense! Holding period transitions from VMW to AVGO during merger conversion.

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Post ID: @1txi+1olwuEmd

Common sense say go for stock only. However the downside of this is you now need to hold the AVGO stock for at least a year to get the long term capital gains tax break. Sell any stock immediately after the sale will be taxed as ordinary income and most likely at a much higher rate.
So the 50/50 split which we’ll most likely get may save some taxes.
Been sitting on this sh!it show of a companies stock for way too long. Excited to cash out with a nice chunk of change and dump the AVGO next year for a double bonus.

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Post ID: @1mlg+1olwuEmd

For my etrade account, i had to call to get my control number. this is the website they gave me on the phone. https://www.reorgaction.com

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Post ID: @1zmi+1olwuEmd

will Dell & Silverlake get 100% stock?

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Post ID: @elz+1olwuEmd

Read the faq read the faq… I believe there is another faq for michael Dell that will sc--w the employees. It will be interesting to see this all shakes out. Put in 100% stock, get 50/50. Gee, that sounds far from a straightforward transaction. Fingers crossed. Best of luck to all.

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Post ID: @gwn+1olwuEmd

Today VMW stock reached $167+ -- so, why accept $142.5 when you can sell part of your RSUs now and limit the downside of the inferior AVGO purchase offering?

Uninformed, or are you clueless about profitable financial planning?

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Post ID: @whd+1olwuEmd

My proxy election came from proxyvote.com which sends you to reorgaction.com which is apparently part of Broadridge. Email looks completely suspicious, so it would not surprise me if it was flagged.

Beyond the email being suspicious, the link takes you to a completely unauthenticated form where you "login" with a "control number" and no password. But don't worry, the private data found therein is "protected" by a Captcha. And, once you actually get in, there are no actual instructions for how to make your election. Percentage? Numbers of shares? Who the fu-k knows?

Leave it to VMW, AVGO, and their affiliates to completely bork this process. I expect nothing less.

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Post ID: @edt+1olwuEmd

Third option: sell your VMW stock now, before the deadline, and rep the higher cash benefits before the upcoming predicted 'market correction' lowers the value of AVGO shares.

Result: no impact from the Silverlake / Dell manipulation that you can't control.

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Post ID: @sox+1olwuEmd

Guys, they have updated the FAQ in the Slack Channel , you‘ll find all the answers there!

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Post ID: @mnn+1olwuEmd

I did wonder whether we got notice from E*trade early in light of their own transition to Morgan Stanley. Or because they’re holding all the RSU’s.

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Post ID: @lum+1olwuEmd

@ndx+1olwuEmd
yes exactly. That is also my understanding after reading the filing documents.
Therefore this question is important. Because in case it is better to sell the shares now than to make no choice. Interesting, that you got an Invitation via eTrade but not from the other broker.

Would be great if someone else has externally purchased shares and can tell his experience.

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Post ID: @tgb+1olwuEmd

I hold shares both through e-trade for RSUs that vested and also through another broker for externally puchased shares.

I've had a Merger Election email from e-trade for RSUs that vested. But nothing for externally purchased shares. My broker had no notification to do anything yet.

I decided to sell those one as there were not that many, and my understanding is that:
if you don't make an election, then your shares are put in the choice that is the least subscribed i.e. $142.50 cash.

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Post ID: @fcv+1olwuEmd

@ndx+1olwuEmd
have the proxy votes sent out only to internal staff or also for external share holders. I'm an external share holder and not a VMW employee (but I have been involved with @VMW/Broadcom in the past, that's why I'm still following). Still can't find the proxy vote.

My account is with interactivebrokers and usually the proxy votes come from https://msh.mediantonline.com/ in my case.

Anyone else who is an external stockholder of VMW and can share some info?

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Post ID: @ftv+1olwuEmd

Yes. The proxy votes have already been sent out. They come from proxyvote.com, not your stock broker. I had to dig mine out of SPAM. It’s almost a certainty that we will end up with a 50/50 split. Dell Silverlake will opt for stock. Simply put, taking the cash option is less valuable and has potential tax implications.

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Post ID: @ndx+1olwuEmd

please see the internal slack channels that have 800,000 posts about peoples stock

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Post ID: @agi+1olwuEmd

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