VMW Vmware Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C INFORMATION

INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE

SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:

VMWARE, INC.

(Name of Registrant As Specified In Its Charter)

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PRELIMINARY INFORMATION STATEMENT—SUBJECT TO COMPLETION

VMWARE, INC.

3410 Hillview Avenue

Palo Alto, CA 94304

NOTICE OF ACTION BY WRITTEN CONSENT AND INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

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Dear Stockholder:

This notice of action by written consent and the accompanying information statement (the “Information Statement”) is being furnished by the Board of Directors (the “Board”) of VMware, Inc., a Delaware corporation (“VMware”, the “Company”, “we”, “us” or “our”), to the holders of record at the close of business on August 22, 2019 (the “Record Date”) of the outstanding shares of VMware Class A common stock, $0.01 par value per share (“Class A Stock”), and VMware Class B common stock, $0.01 par value per share (“Class B Stock”) (together with the Class A Stock, the “Common Stock”), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The purpose of this Information Statement is to inform VMware’s stockholders that on August 22, 2019, EMC Corporation, a Massachusetts corporation (“EMC”) and direct wholly-owned subsidiary of Dell Technologies Inc., a Delaware corporation (“Dell”) and VMW Holdco LLC, an indirect wholly-owned subsidiary of Dell (“VMW Holdco”), holders of approximately 80.9% of the total outstanding shares of Common Stock, acted by written consent (the “Written Consent”) in lieu of a special meeting of stockholders. The Written Consent approved the issuance by VMware of 0.0550 of a share of Class B Stock in exchange for each share of Class B common stock of Pivotal Software, Inc., a Delaware corporation (“Pivotal”), beneficially owned by Dell (the “Company Stock Issuance”) pursuant to the Agreement and Plan of Merger (as it may be amended, the “Merger Agreement”), dated as of August 22, 2019, by and among VMware, Pivotal, and Raven Transaction Sub, Inc., a Delaware corporation and wholly-owned subsidiary of VMware (“Merger Sub”). The Merger Agreement provides that, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Pivotal, with Pivotal surviving the Merger and becoming a wholly-owned subsidiary of VMware (the “Merger”).

We were required to obtain stockholder approval of the Company Stock Issuance to ensure compliance with Section 312.03 of the New York Stock Exchange (“NYSE”) Listed Company Manual, which requires stockholder approval prior to the issuance of shares of Common Stock, or of securities convertible into Common Stock, in any transaction or series of related transactions to a director, officer or “substantial security holder” of VMware if the number of shares of Common Stock, or the number of shares of Common Stock into which the securities may be converted, exceeds one percent of the voting power of VMware before such issuance. Because the shares of Common Stock to be issued to Dell pursuant to the Company Stock Issuance exceeds one percent of the number of shares of Common Stock outstanding before the issuance, the Written Consent was obtained to approve the consummation of the Company Stock Issuance.

This notice of action by written consent and the accompanying Information Statement are being furnished to you to inform you that the Company Stock Issuance has been approved by the holders of outstanding Common Stock having not less than a majority of the issued and outstanding shares of our Common Stock in accordance with Section 228 of the Delaware General Corporation Law (the “DGCL”), Section 312.03 of the NYSE Listed Company Manual, VMware’s Amended and Restated Certificate of Incorporation and Rule 14c-2 promulgated

under the Exchange Act. VMware is not soliciting your consent or proxy in connection with the Company Stock Issuance and no consents or proxies are requested from stockholders. We expect to consummate the Company Stock Issuance concurrently with the closing of the Merger in the second half of VMware’s fiscal year ending January 31, 2020. However, there can be no assurances that the Merger will be completed at all, or if completed, that it will be completed by such time You are urged to read the Information Statement in its entirety for a description of the action taken by a majority of the holders of our Common Stock.

PLEASE NOTE THAT EMC AND VMWARE HOLDCO HAVE VOTED TO APPROVE AND ADOPT THE COMPANY STOCK ISSUANCE. THE NUMBER OF VOTES HELD BY EMC AND VMWARE HOLDCO IS SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE REQUIREMENT UNDER THE DGCL AND NYSE SECTION 312.03 FOR THE COMPANY STOCK ISSUANCE. CONSEQUENTLY, NO ADDITIONAL VOTES WILL BE NEEDED TO APPROVE THE COMPANY STOCK ISSUANCE.

The Information Statement accompanying this letter provides you with more specific information concerning the Company Stock Issuance, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (together, the “Transactions”). We encourage you to carefully read this Information Statement and the copies of the Written Consent and Merger Agreement included, respectively, as Annex A and Annex B to the Information Statement.

By order of the Board of Directors

Very truly yours,

Amy Fliegelman Olli

Senior Vice President, General Counsel and Secretary

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURES IN THE INFORMATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Information Statement is dated [●] and is first being mailed to our stockholders on or about [●].

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VMWARE, INC.

3410 Hillview Avenue

Palo Alto, CA 94304

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS

A:    The purpose of this Information Statement is to inform VMware’s stockholders that on August 22, 2019, EMC and VMW Holdco, holders of approximately 80.9% of the total outstanding shares of Common Stock, acted by written consent in lieu of a special meeting of stockholders to approve the Company Stock Issuance.

A:    The Company Stock Issuance is the proposed issuance by VMware of 0.0550 of a share of Class B Stock in exchange for each share of Pivotal Class B Common Stock beneficially owned by Dell pursuant to the Merger Agreement dated as of August 22, 2019, by and among VMware, Pivotal, and Merger Sub. It is currently expected that approximately 7.2 million shares of Class B Stock will be issued to Dell at the closing of the Merger.

A:    The proposed Merger is the acquisition of Pivotal by VMware pursuant to the Merger Agreement. Subject to the adoption and approval of the Merger Agreement and the Merger by Pivotal’s stockholders and the satisfaction or waiver of the other closing conditions under the Merger Agreement, Merger Sub will merge with and into Pivotal, with Pivotal surviving as the surviving corporation (the “Surviving Corporation”) and a wholly-owned subsidiary of VMware. The Pivotal Stockholder Approval is being solicited by the Pivotal Board pursuant to the Pivotal Proxy Statement.

The Merger Agreement is attached as Annex B to this Information Statement.

A:    No. VMware is not soliciting your consent or proxy in connection with the Company Stock Issuance and no consents or proxies are requested from stockholders.

A:    No. The holders of shares of Class A Stock or Class B Stock, in respect of their shares of Class A Stock or Class B Stock are not entitled to dissenters’ rights or to demand appraisal of, or to receive payment for, their shares of Common Stock under the DGCL in connection with the Company Stock Issuance.

A:    VMware and Pivotal are working to complete the Transactions as quickly as possible. VMware anticipates that the Merger will be completed in the second half of VMware’s fiscal year ending January 31, 2020. However, there can be no assurances that the Merger will be completed at all, or if completed, that it will be completed by such time. In order to complete the Merger, Pivotal must obtain the approval of its stockholders, and a number of other closing conditions under the Merger Agreement must be satisfied or waived. See “The Merger Agreement—Conditions to Completion of the Merger.”

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Any statements in this Information Statement regarding the Company Stock Issuance, the Merger, the other Transactions, the expected timetable for completing the Merger, the payment of any consideration, including any merger consideration or substituted equity awards, in connection therewith, future financial and operating results, general business outlook and any other statements about the future expectations, beliefs, goals, plans or prospects of the Board or management of VMware constitute forward-looking statements. Any statements that are not statements of historical fact (including statements containing the words “expects,” “intends,” “anticipates,” “estimates,” “predicts,” “believes,” “should,” “potential,” “may,” “forecast,” “objective,” “plan,” or “targets,” and their variants and other similar expressions) are intended to identify forward-looking statements. Although VMware believes that the expectations reflected in these forward-looking statements are reasonable, VMware cannot assure you that the actual results or developments it anticipates will be realized, or even if realized, that they will have the expected effects on the business or operations of each of Pivotal and VMware. These forward-looking statements speak only as of the date on which the statements were made. Except as required by law, VMware undertakes no obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of this Information Statement. In addition to other factors and matters contained or incorporated in this document, VMware believes the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

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RISK FACTORS

In addition to the other information contained in or incorporated by reference in this Information Statement, including the risk factors contained in VMware’s annual report on Form 10-K for the year ended February 1, 2019, as updated by the subsequent Quarterly Report on Form 10-Q for the quarterly period ended August 2, 2019, which are both incorporated by reference in this Information Statement, you should carefully review the risks described below together with all of the other information included in this Information Statement. Additional risks and uncertainties not presently known to VMware or Pivotal, or that are not currently believed to be important to you, if they materialize, may also adversely affect the Merger, the Transactions, VMware and Pivotal. See the section of this Information Statement entitled “Where You Can Find Additional Information” for the location of information incorporated by reference into this Information Statement.

VMware and Pivotal may fail to complete the Transactions if certain required conditions, many of which are outside the companies’ control, are not satisfied.

The completion of the Merger is subject to various customary closing conditions, including, but not limited to, (i) the absence of any order, judgment or decree by any governmental entity that prohibits or makes the consummation of the Transactions illegal, (ii) subject to certain exceptions, the accuracy of the representations and warranties of the parties and (iii) compliance in all material respects by each party with its obligations under the Merger Agreement. Despite the parties’ best efforts, they may not be able to satisfy or receive the various closing conditions and obtain the necessary approvals in a timely fashion or at all.

The completion of the Merger is also subject to Pivotal obtaining the Pivotal Stockholder Approval.

VMware may fail to realize the anticipated benefits of the Transactions and may assume unanticipated liabilities.

The success of the Transactions will depend on, among other things, VMware’s ability to integrate Pivotal’s business in a manner that realizes the various benefits, growth opportunities and synergies identified by the companies. Achieving the anticipated benefits of the transaction is subject to a number of risks and uncertainties. It is uncertain whether VMware’s and Pivotal’s existing operations can be integrated in an efficient and effective manner.

Failure to complete the Transactions could negatively impact VMware’s stock price, future business and financial results.

If the Transactions are not completed, VMware will be subject to several risks, including the following:

The market price of the Common Stock may be volatile, and holders of the Common Stock could lose a significant portion of their investment due to drops in the market price of the Common Stock following completion of the Transactions.

The market price of the Common Stock may be volatile, including changes in price caused by factors unrelated to VMware’s operating performance or prospects.

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Specific factors that may have a significant effect on the market price for the Common Stock include, among others, the following:

The Company Stock Issuance will dilute the percentage ownership interests of VMware’s stockholders.

If the Merger is completed, VMware expects to issue approximately 7.2 million shares of Class B Stock to Dell, who currently beneficially holds approximately 80.9% of the total outstanding shares of Common Stock. The issuance of Class B Stock to Dell will cause a reduction in the relative percentage interest of VMware’s current stockholders in VMware’s earnings, if any, voting power, and market capitalization. The issuance will result in (i) a 0.33% reduction of equity ownership and (ii) a 0.06% reduction in the total voting power of the Class A Stock.

The issuance of VMware options and RSUs pursuant to the Merger may dilute the percentage ownership interests of VMware’s stockholders.

VMware will be substituting certain unvested Pivotal options and restricted stock unit awards with VMware options and restricted stock unit awards as a result of the Merger, as described further in the sections of this Information Statement entitled “The Merger Agreement—Treatment of Options” and “—Treatment of RSUs.” The issuance of Class A Stock underlying such options and restricted stock units may cause a reduction in the relative percentage interest of VMware’s current stockholders in VMware’s earnings, if any, voting power, and market capitalization.

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THE PARTIES TO THE TRANSACTIONS

Pivotal Software, Inc.

Pivotal provides a leading cloud-native platform that makes software development and IT operations a strategic advantage for its customers. Pivotal’s cloud-native platform, Pivotal Cloud Foundry (“PCF”), accelerates and streamlines software development by reducing the complexity of building, deploying and operating new cloud-native applications and modernizing legacy applications. This enables Pivotal’s customers’ development and IT operations teams to spend more time writing code, waste less time on mundane tasks and focus on activities that drive business value—building and deploying great software. PCF customers can accelerate their adoption of a modern software development process and their business success using Pivotal’s platform through its complementary strategic services, Pivotal Labs. Enterprises across industries have adopted Pivotal’s platform to build, deploy and operate software, including enterprises in the automotive and transportation, industrial and business services, financial services, healthcare and insurance, technology and media, consumer and communications and government sectors. Pivotal’s executive offices are located at 875 Howard Street, Fifth Floor, San Francisco, California 94103. Pivotal’s telephone number is (415) 777-4868.

VMware, Inc.

VMware, Inc. originally pioneered the development and application of virtualization technologies with x86 server-based computing, separating application software from the underlying hardware. IT driven innovation continues to disrupt markets and industries. Technologies emerge faster than organizations can absorb, creating increasingly complex environments. IT is working at an accelerated pace to harness new technologies, platforms and cloud models, ultimately guiding their business through a digital transformation. To take on these challenges, VMware is working with customers in the areas of hybrid cloud, multi-cloud, modern applications, networking and security, and digital workspaces. VMware’s software provides a flexible digital foundation to help enable customers in their digital transformations. VMware’s executive offices are located at 3401 Hillview Avenue, Palo Alto, California. VMware’s telephone number is (650) 427-5000.

Raven Transaction Sub, Inc.

Raven Transaction Sub, Inc., which we refer to as Merger Sub, is a wholly-owned subsidiary of VMware, whose principal executive offices are located at 3401 Hillview Avenue, Palo Alto, California. Merger Sub’s telephone number is (650) 427-5000. Merger Sub was formed solely for the purpose of facilitating VMware’s acquisition of Pivotal.

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THE TRANSACTIONS

Overview

On the Record Date, EMC and VMW Holdco acted by written consent to approve the Company Stock Issuance, whereby VMware will issue 0.0550 of a share of Class B Stock in exchange for each share of Pivotal Class B Common Stock beneficially owned by Dell, pursuant to the Merger Agreement. As of August 22, 2019, EMC and VMW Holdco, as record holders, and Dell, as beneficial holder, held approximately 80.9% of the total outstanding Common Stock and 100% of the Class B Stock. It is currently expected that approximately 7.2 million shares of Class B Stock will be issued to Dell at the closing of the Merger. A copy of the Written Consent is included as Annex A to this Information Statement.

VMware, Pivotal and Merger Sub entered into the Merger Agreement on August 22, 2019, a copy of which is included as Annex B to this Information Statement. The Merger Agreement provides that, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Pivotal, with Pivotal surviving the Merger and becoming a wholly-owned subsidiary of VMware. The Merger will become effective, and the Company Stock Issuance will be completed, at the Effective Time.

This section of the Information Statement describes material aspects of the Transactions, including the Company Stock Issuance, the Merger and other transactions that are being entered into in connection with the Merger. While the Company believes that the description covers the material terms of the Transactions and the documents in connection thereto, this summary may not contain all of the information that is important to you. You should read carefully this entire document and the other documents to which the Company refers, including the Merger Agreement attached as Annex B, for a more complete understanding of the Transactions.

Background of the Transactions

As part of Pivotal’s strategic planning process, the Pivotal Board regularly reviews and discusses with senior management the company’s performance, business strategy, prospects for growth and competitive position in the industry in which it operates. In addition, the Pivotal Board and senior management regularly review and evaluate various strategic alternatives, including acquisitions, dispositions, major commercial partnerships and other strategic transactions, as part of ongoing efforts to strengthen the company’s overall business and enhance stockholder value.

Pivotal was formed in April 2013 by EMC, now an indirectly wholly owned subsidiary of Dell, and VMware, now a majority-owned subsidiary of EMC. Since Pivotal’s inception and through October 15, 2019, EMC has beneficially owned a majority of Pivotal’s stock. As of October 15, 2019, Dell beneficially owned 175,514,272 shares of Pivotal Class B Common Stock, including 44,208,162 shares of Pivotal Class B Common Stock held directly by VMware, which in the aggregate represent approximately 62.6% of Pivotal’s outstanding common stock (including the 15.8% of Pivotal’s outstanding common stock held directly by VMware) and approximately 94.4% of the combined voting power of both classes of Pivotal’s outstanding common stock. Dell is also a controlling stockholder of VMware, beneficially owning all of the outstanding Class B Stock and 30,678,605 shares, or approximately 28.1% of the outstanding Class A Stock, representing in the aggregate approximately 97.5% of the combined voting power of both classes of VMware’s Common Stock and approximately 80.8% of the total outstanding Common Stock of VMware, in each case as of October 15, 2019. Michael S. Dell is the Chairman and CEO of Dell, a member of the Pivotal Board and the Board, respectively, and, as of October 15, 2019, was the beneficial owner of Dell common stock representing a majority of the total voting power of the outstanding shares of capital stock of Dell.

Pivotal is headquartered in San Francisco with additional locations across the globe. Pivotal provides a cloud-native software development platform and complementary tools and strategic services. Pivotal provides its platform, tools and services for companies across many industries, including media, retail, government, technology and telecommunications. On April 20, 2018, Pivotal priced its initial public offering at $15.00 per share of Pivotal Class A Common Stock.

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Since Pivotal’s initial public offering, the Pivotal Board has continued to consider and implement actions to enhance stockholder value. In the course of Pivotal’s strategic planning process, representatives of Pivotal have, in the ordinary course and from time to time, discussed with various companies in the software and technology industries potential commercial relationships that might expand their respective businesses, improve their respective customer offerings and create value for Pivotal stockholders.

Pivotal’s commercial and go-to-market relationships with EMC, Dell and VMware have historically been key components of Pivotal’s potential growth and future prospects, which the Pivotal Board and Pivotal management have regularly monitored and evaluated. In particular, Pivotal and VMware have had a commercial relationship that included resale of Pivotal’s products and other strategic initiatives. In December 2017, Pivotal and VMware began to jointly engineer, develop and market a software container technology called Pivotal Container Service (“PKS”) that launched in early 2018. In early 2019, Pivotal and VMware were discussing how to streamline and improve on this joint PKS initiative.

VMware has reviewed its investment in Pivotal on a continuing basis, both prior to and following the initial public offering of Pivotal common stock, and from time to time has undertaken analyses regarding Pivotal’s business, financial condition, operating results and prospects in order to evaluate business opportunities and potential strategic transactions available to VMware. During the first half of 2017 there were discussions among the principals of VMware and Pivotal about a possible transaction, and a non-disclosure agreement was executed by the parties in January 2017. VMware requested certain due diligence information from Pivotal and representatives of Pivotal met with representatives of VMware to discuss these requests. Pivotal also provided due diligence information to VMware in an electronic data room. In June 2017, the Board formed a transaction committee comprised of independent and disinterested directors to review and evaluate a potential transaction involving the acquisition of all of the shares of capital stock of Pivotal not already owned by VMware. The VMware transaction committee completed its work without making a proposal to Pivotal or its then-current stockholders in July 2017.

Pivotal began working toward an initial public offering in the second half of 2017. The company submitted a draft registration statement to the SEC in December 2017, and the initial public offering was completed in April 2018.

In December 2018 and January 2019, Patrick Gelsinger, CEO of VMware, had preliminary discussions with Mr. Dell and certain other members of the Board, regarding a potential strategic transaction involving Pivotal and, in light of Dell’s controlling ownership interest in both Pivotal and VMware, requested that the Board consider forming a special committee of independent and disinterested directors to review and evaluate such a transaction.

On January 18, 2019, Robert Mee, the CEO of Pivotal, had a telephone conversation with Mr. Dell and Paul Maritz, the Chairman of the Pivotal Board, at the request of Mr. Dell, to discuss various commercial matters involving Pivotal, Dell and VMware. During this call, Mr. Dell informed Mr. Mee that VMware might be interested in exploring an acquisition of Pivotal. Mr. Dell indicated that in light of his interest in Dell, and Dell’s controlling ownership interest in both Pivotal and VMware, a process would likely need to be put in place so that the two subsidiaries could independently consider such a transaction. He further indicated that, while he saw potential value for all stakeholders in such a transaction, he felt it was best for Mr. Mee and Mr. Gelsinger to discuss the matter, and, if there was any interest, to bring the matter to their respective board of directors for further discussion and evaluation.

On January 22, 2019, Mr. Mee met with Mr. Gelsinger, who expressed interest in beginning to explore a potential acquisition of Pivotal and indicated that VMware would seek to conduct preliminary business due diligence and assess the strategic rationale for such an acquisition.

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On January 28, 2019, Mr. Gelsinger emailed Mr. Mee about a preliminary business due diligence request. Over the course of the following weeks, VMware and Pivotal management had preliminary communications regarding potential due diligence.

On February 1, 2019, the Board met and members of VMware management discussed with the Board a potential strategic transaction regarding Pivotal and the potential strategic benefits underlying such a transaction and considerations to be investigated. The Board unanimously resolved to establish the VMware Special Committee, comprised of Karen Dykstra, Michael Brown and Paul Sagan, each of whom the Board determined to be independent and disinterested directors. The Board delegated to the VMware Special Committee the plenary power and authority, among other responsibilities, to negotiate, evaluate and recommend to the Board what action, if any, should be taken by the Board with respect to any potential transaction with Pivotal and to retain its own legal and financial advisors separate from Wilson Sonsini Goodrich and Rosati P.C. (“Wilson Sonsini”) and JPMorgan Chase & Co. (“JPMorgan”), legal and financial advisors to VMware, respectively, which had each been engaged by VMware for a variety of corporate and transactional matters, including but not limited to advising on the potential transaction with Pivotal. The Board also unanimously resolved that it would not authorize, approve or proceed with any business combination involving Pivotal without the prior approval of the VMware Special Committee. The rest of the members of the Board (other than Messrs. Dell, Durban and Gelsinger) were invited to participate in all meetings of the VMware Special Committee.

At a telephonic meeting of the VMware Special Committee on February 1, 2019, representatives of Gibson, Dunn & Crutcher, LLP (“Gibson Dunn”) reviewed with the members of the VMware Special Committee the VMware Special Committee’s mandate and their fiduciary duties in the context of evaluating a potential transaction with Pivotal. Representatives of Gibson Dunn and Lazard provided the VMware Special Committee with disclosure on their relationships with Dell and Silver Lake Partners (“Silver Lake”), a shareholder of Dell. The VMware Special Committee then engaged Gibson Dunn as its independent legal advisor and Lazard as its independent financial advisor.

Following the formation of the VMware Special Committee, Zane Rowe, the Chief Financial Officer of VMware and a member of the Pivotal Board, informed Pivotal that he would be recusing himself from further meetings of the Pivotal Board and did not attend any further meetings of the Pivotal Board up to and including the meeting where the acquisition of Pivotal by VMware was approved.

On March 7, 2019, Pivotal and VMware executed a mutual confidentiality agreement in connection with a potential transaction. During the following week, VMware and Pivotal management communicated about business due diligence.

Between March 7, 2019 and May 9, 2019, the VMware Special Committee met several times (on each of March 7, March 14, March 22, April 4, April 9, April 18, April 25, May 3 and May 9, 2019), and discussed, among other things, preliminary business due diligence and the evaluation of the strategic rationale for a potential transaction with Pivotal, including that the VMware Special Committee intended that any proposal made to Pivotal would include a non-waivable condition that the transaction be approved by (i) a special committee of independent Pivotal directors and (ii) the holders of a majority of Pivotal capital stock unaffiliated with Dell and VMware. The VMware Special Committee also discussed various other potential transactions, including certain potential transactions involving Dell. Representatives of Gibson Dunn attended all such meetings and representatives of Lazard and the VMware management team attended portions of a number of such meetings at the request of the VMware Special Committee.

On March 14, 2019, Pivotal announced its earnings for its fourth quarter and full fiscal year 2019 ended February 1, 2019. Pivotal also provided revenue and earnings guidance for the first fiscal quarter of 2020 and the full fiscal year 2020.

On March 15, 2019, the Pivotal Board met to discuss, among other things, a potential transaction between Pivotal and VMware. Mr. Maritz discussed that VMware had expressed interest in a potential acquisition of

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Pivotal and the Board had formed a special committee to consider the potential acquisition but had not yet made an offer. During the meeting, a representative of Davis Polk & Wardwell LLP (“Davis Polk”), external legal counsel to Pivotal, provided the Pivotal Board with an overview of the procedures, process and duties of directors under applicable law in connection with a potential transaction, including various approaches taken by boards of directors when considering similar transactions, the desirability of establishing a committee of disinterested, independent directors to evaluate the potential transaction given the inherent conflicts of interest that could arise from the involvement of Dell in a potential transaction as a result of Dell’s controlling ownership interest in both Pivotal and VMware, potentially applicable standards of judicial review of an acquisition transaction and the benefits of a vote of the holders of a majority of the Pivotal capital stock unaffiliated with Dell and VMware (i.e., a majority of the minority vote). At the meeting, the Pivotal Board formed a special committee to review and potentially negotiate the potential transaction, consisting of directors who were independent of and unaffiliated with Dell and its affiliates, disinterested with respect to a potential acquisition of Pivotal by VMware and were not members of the management of Pivotal or any of its subsidiaries. After discussing the various qualifications of the members of the Pivotal Board to serve on such a special committee, including whether certain directors were sufficiently independent and disinterested for purposes of serving on the special committee, the Pivotal Board resolved to form the Pivotal Special Committee, consisting of two disinterested, independent directors, Madelyn Lankton and Marcy Klevorn, to evaluate and, if appropriate, negotiate a potential transaction (or any other alternative transaction) on behalf of Pivotal. The Pivotal Special Committee was empowered, among other things, to elect not to pursue a potential transaction. The Pivotal Board’s authority to approve or recommend, or to enter into or consummate, a potential transaction was conditioned upon the receipt of the Pivotal Special Committee’s prior favorable recommendation of such transaction. The Pivotal Board also passed resolutions to fully empower the Pivotal Special Committee’s review and negotiation of a potential transaction (or any other alternative transaction) at this meeting. The Pivotal Special Committee was also authorized to hire its own independent legal and financial advisors.

Shortly following the Pivotal Board meeting that same day on March 15, 2019, the Pivotal Special Committee met for its first meeting. The Pivotal Special Committee met with Latham & Watkins LLP (“Latham & Watkins”). Representatives of Latham & Watkins explained to the Pivotal Special Committee that it could select any legal and financial advisors of its choosing subject to checking for conflicts with VMware, Dell or Dell related entities. Following discussion, the Pivotal Special Committee approved the engagement of Latham & Watkins as its independent legal advisor. Representatives of Latham & Watkins then provided an overview to the Pivotal Special Committee of its fiduciary duties and responsibilities in connection with evaluating a potential transaction. Following further discussion, the Pivotal Special Committee approved the engagement of Morgan Stanley as its financial advisor, subject to the negotiation of a customary engagement letter on terms discussed by the Pivotal Special Committee. The Pivotal Special Committee selected Morgan Stanley because of its familiarity with Pivotal, including through its experience as an underwriter for Pivotal’s initial public offering and expertise in Pivotal’s industry. The Pivotal Special Committee also noted that Morgan Stanley had substantial experience with transactions such as the potential transaction. The Pivotal Special Committee also discussed that Morgan Stanley had prior relationships with Pivotal, VMware and Dell, and determined that these relationships did not create a conflict of interest with respect to a potential transaction. During the meeting, the Pivotal Special Committee approved providing VMware with certain preliminary business due diligence information in order to progress discussions regarding a potential transaction.

From March 19 to March 28, 2019, due diligence meetings were held at VMware’s headquarters in Palo Alto, California and by video conference. These meetings included representatives of Pivotal’s and VMware’s management, as well as representatives of Morgan Stanley (financial advisor to the Pivotal Special Committee) and Lazard (financial advisor to the VMware Special Committee).

On March 20, 2019, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley, and Latham & Watkins present, to discuss the due diligence process for a potential transaction.

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Pivotal assembled an online data room for purposes of the due diligence review process and provided access to VMware representatives. The due diligence information provided to VMware at this stage primarily related to business diligence matters such as research and development, services and go-to-market strategy, financials and human resources.

On March 22, 2019, the Pivotal Board held a meeting during which it approved Pivotal’s financial plan and budget for fiscal year 2020, the substance of which had been previewed in draft form with the Pivotal Board during a Pivotal Board meeting on January 28, 2019 and reviewed certain management projections described under “—Pivotal Financial Projections.”

On March 29, 2019, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, to discuss the current status of the due diligence process being conducted by VMware, including next steps and outstanding due diligence requests by VMware. The Pivotal Special Committee considered whether other companies might have an interest in a potential acquisition of Pivotal, although it was cognizant of the risks inherent in a wider sale process, including the possibility of an information leak that Pivotal was considering a sale, and that Dell had the ability to prevent any alternative transaction from being consummated. At this meeting, the Pivotal Special Committee also approved the use of the Initial Outlook (as defined in the section entitled “—Pivotal Financial Projections”).

On April 2, 2019, Mr. Gelsinger emailed Mr. Mee regarding scheduling a meeting to discuss a potential transaction.

On April 5, 2019, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, to continue to discuss the status of due diligence and discussions with VMware regarding a potential transaction. During the meeting, the Pivotal Special Committee discussed potential ways of progressing discussions in relation to a potential transaction. They also discussed other companies that might have an interest in a potential transaction with Pivotal, considering whether other companies would have the desire and capacity to pursue a potential acquisition of Pivotal. The Pivotal Special Committee discussed Pivotal’s governance structure and that such other companies that might otherwise be interested may also take into account that Pivotal had a controlling stockholder. The Pivotal Special Committee noted that any market check could result in public leaks of a potential transaction, which could also have an adverse impact on, among other things, customer and partner relationships and employee retention, as well as the ongoing negotiations with VMware. The Pivotal Special Committee ultimately determined not to contact other companies at that time regarding a potential acquisition of Pivotal.

On April 8, 2019, Mr. Mee suggested to the Pivotal Special Committee that he meet with Mr. Gelsinger and the Pivotal Special Committee agreed.

On April 9, 2019, the Pivotal Board held a meeting at which members of the Pivotal Special Committee provided an update on the current status of discussions between Pivotal and VMware, including VMware’s progress on conducting due diligence on Pivotal.

On April 9, 2019, the Board held a regularly scheduled meeting at which VMware management presented to the Board on various potential transactions, including with Dell, and the Board received an update on the preliminary due diligence being conducted on Pivotal.

On April 10, 2019, Mr. Mee and Mr. Gelsinger met for dinner in San Francisco, California.

Mr. Gelsinger noted that due diligence was progressing, but VMware was also working on other matters. At that time, the VMware Special Committee had not yet decided whether or not to make an offer to acquire Pivotal.

On April 12, 2019, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, at which VMware’s due diligence process was

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discussed, as well as next steps in connection with a potential transaction. Also during this meeting, Mr. Mee provided an update to the Pivotal Special Committee on his discussions with Mr. Gelsinger, noting in particular that VMware remained interested in the potential transaction, but that it did not appear that VMware would submit a proposal in the near-term. The Pivotal Special Committee continued to consider whether other companies might have an interest in a potential acquisition of Pivotal, though continued to be cognizant of the risks and dynamics inherent in a wider sale process.

On April 19, 2019, the Pivotal Special Committee held a telephonic meeting, at which representatives of Pivotal management, Latham & Watkins and Morgan Stanley were present, to discuss process and next steps that would be expected if and when VMware made a proposal for a potential transaction.

On June 4, 2019, Pivotal’s first quarter fiscal year 2020 earnings call took place, during which representatives of Pivotal, including Mr. Mee and Cynthia Gaylor, the Chief Financial Officer of Pivotal, discussed Pivotal’s performance and outlook for the remainder of the fiscal year. Pivotal lowered full year guidance due to sales execution issues and increasing complexity in the technology landscape which drove lower than expected revenue, deferred revenue and certain other metrics. The trading price of Pivotal’s common stock declined from a closing price of $18.54 on June 4, 2019 (the day on which the earnings call occurred after the close of regular market trading hours) to a closing price of $10.89 on June 5, 2019 (the day following the earnings call).

On June 13, 2019, the VMware Special Committee met telephonically with representatives of VMware management, Lazard, Gibson Dunn and Wilson Sonsini to discuss, among other things, Pivotal’s first quarter fiscal year 2020 financial results that were announced on June 4, 2019 and the status of business due diligence. During the meeting, VMware management noted that VMware was continuing to work on the financial model for Pivotal and develop the business plan for integrating Pivotal in the event of a transaction.

On June 25, 2019, the Pivotal Board held a regularly scheduled meeting at which the Pivotal Special Committee provided an update on discussions with VMware. Among other things, Pivotal management also discussed with the Pivotal Board the Revised Outlook (as defined in the section entitled “—Pivotal Financial Projections”) based on the performance to date and the outlook for Pivotal at the time.

On June 25, 2019, the Board held a regularly scheduled meeting at which VMware management presented to the Board on various potential transactions, including with Dell. The Board determined that the VMware Special Committee should continue, together with VMware management, its review and evaluation of a potential transaction involving Pivotal.

On the same date, the VMware Special Committee met with representatives of VMware management, Wilson Sonsini, Lazard and Gibson Dunn to discuss, among other things, VMware management’s views on the strategic importance of acquiring Pivotal and management’s preliminary views on Pivotal’s financial projections as part of VMware. Upon consideration of VMware management’s recommendation, the VMware Special Committee requested that VMware management conduct a more thorough due diligence review of Pivotal, together with advisors, with a view to providing a readout to the VMware Special Committee by July 25, 2019. At this meeting, the VMware Special Committee requested that Ms. Dykstra reach out to the chair of the Pivotal Special Committee to open a channel of communication.

On June 27, 2019, Ms. Dykstra called Ms. Lankton for an introduction, noting that business due diligence was progressing but the VMware Special Committee had not yet decided whether to make an offer to acquire Pivotal. The next day, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, during which Ms. Lankton recounted her conversation with Ms. Dykstra. Members of the Pivotal Special Committee and its representatives discussed the call and possible next steps.

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On July 3, 2019, Lazard sent an additional list of diligence requests to representatives of Morgan Stanley. On July 12, 2019, representatives of Morgan Stanley returned Pivotal’s responses to Lazard’s requests.

On each of July 11, 2019 and July 18, 2019, the VMware Special Committee met with representatives of Lazard and Gibson Dunn to further discuss, among other things, a potential acquisition of Pivotal.

On July 15, 2019, the Pivotal Special Committee held a telephonic meeting, at which representatives of Pivotal management, Latham & Watkins and Morgan Stanley were present, to discuss the status of the potential transaction, specifically in connection with VMware’s due diligence requests and progress to date. After discussion, the Pivotal Special Committee determined not to contact other companies that might have an interest in acquiring Pivotal at that time.

Over the course of the following week, there were several exchanges between the parties and their advisors about the due diligence requests, requests for clarification and prioritization. Pivotal responded to the VMware due diligence requests and additional due diligence meetings were held on July 19, 2019 to address the follow-up questions from VMware. Due diligence continued throughout the process.

On July 25, 2019, the VMware Special Committee met telephonically with representatives of VMware management, Wilson Sonsini, Lazard and Gibson Dunn to discuss, among other things, management’s further refined views regarding the strategic rationale for acquiring Pivotal and the associated considerations thereof. Gibson Dunn again reviewed with the members of the VMware Special Committee their fiduciary duties in the context of evaluating a potential transaction with Pivotal and further discussed VMware’s intention that any transaction would include a non-waivable condition that the transaction be approved by (i) the Pivotal Special Committee and (ii) the holders of a majority of Pivotal capital stock unaffiliated with Dell and VMware. Representatives of Lazard discussed key observations and takeaways from due diligence to date and a preliminary financial analysis of Pivotal. The preliminary financial analysis included benchmarking of Pivotal’s valuation compared with other publicly traded software companies based on a variety of historical and forward-looking multiples such as revenue growth, earnings before interest and taxes (“EBIT”) and other financial measures based on current trading multiples and merger and acquisition transactions. During the course of such discussion, the VMware Special Committee discussed potential structures for the acquisition of Pivotal, including a cash premium acquisition for the shares of Pivotal Class A Common Stock and an exchange of shares of Pivotal Class B Common Stock held by Dell for shares of Class B Stock using an exchange ratio based upon the unaffected market price of the Pivotal Class A Common Stock and VMware’s Class A Stock. Lazard’s discussion materials also included analyses of other corporate matters involving VMware that were unrelated to Pivotal.

On July 29, 2019, the Pivotal Special Committee held a telephonic meeting, at which representatives of Pivotal management, Latham & Watkins and Morgan Stanley were present, to discuss the status of due diligence regarding the potential transaction. Representatives of Pivotal management provided an update on the status of VMware’s due diligence, noting that the preliminary due diligence process was substantially complete. The Pivotal Special Committee again discussed and determined not to contact other companies that might have an interest in acquiring Pivotal based on its consideration of the risk and dynamics inherent in a wider sale process, noting instead that if an agreement were reached with VMware, the Pivotal Special Committee would request including a “go-shop” provision such that Pivotal could solicit interest from other potential acquirers following entry into a definitive agreement with VMware.

On July 30, 2019, the VMware Special Committee met telephonically with representatives of VMware management, Wilson Sonsini, Lazard and Gibson Dunn to discuss, among other things, a potential integration and organizational approach with respect to Pivotal in order to align research and development teams, as well as sales, marketing and services to minimize business disruption and ensure an accelerated value capture from synergies through one go-to-market approach. The VMware Special Committee also discussed with VMware management a communications plan to educate key stakeholders on the benefits of a Pivotal transaction to

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VMware and its stockholders and to engage, align and inspire employees. In connection with such discussion, VMware management outlined the confirmatory due diligence that would need to be completed as well as a potential timeline to completion should the VMware Special Committee choose to move forward with a Pivotal transaction and make an offer to Pivotal. Representatives of Lazard discussed a preliminary financial analysis of Pivotal focusing on potential initial offer prices for the shares of Pivotal Class A Common Stock, assuming an exchange of shares of Pivotal Class B Common Stock held by Dell for shares of Class B Stock using an exchange ratio based upon the unaffected market price of the Pivotal Class A Common Stock and VMware’s Class A Stock and the corresponding premium associated with such offer prices and implied enterprise values. Following discussion, the VMware Special Committee determined to offer $13.75 in cash per share of Pivotal Class A Common Stock to the Pivotal Special Committee. Representatives of Gibson Dunn discussed with the VMware Special Committee the potential key terms of a Pivotal transaction. Representatives of Gibson Dunn also discussed with the VMware Special Committee that pursuant to the listing rules of the NYSE, approval of VMware’s stockholders would be required if more than one percent of VMware’s outstanding shares were issued to Dell in the potential transaction, and it would need to be determined whether to request that such vote be obtained from the holders of a majority of the outstanding VMware common stock unaffiliated with Dell and its affiliates (i.e., a VMware majority of the minority vote). The VMware Special Committee also discussed, among other things, its intention that any initial proposal to Pivotal would include a non-waivable condition that the transaction be approved by (i) the Pivotal Special Committee and (ii) the holders of a majority of Pivotal capital stock unaffiliated with Dell and VMware. The VMware Special Committee determined that in light of Pivotal’s prior quarter financial results it would be important to receive an update on Pivotal’s second financial quarter, which would end shortly before delivering any offer.

On July 31, 2019, the Pivotal Special Committee held a telephonic meeting, at which representatives of Pivotal management, Latham & Watkins and Morgan Stanley were present, to discuss the status of the potential transaction. The members of the Pivotal Special Committee, the representatives of Pivotal management and representatives of Morgan Stanley in attendance discussed Pivotal’s business as well as the competitive landscape. Following this discussion, the Pivotal Special Committee discussed the potential timeline of a potential transaction. In addition, representatives of Morgan Stanley and the Pivotal Special Committee discussed the Revised Outlook. Morgan Stanley also discussed its preliminary financial analyses of the transaction as well as Wall Street research analyst perspectives on Pivotal’s future financial results and share price. The Pivotal Special Committee approved the Revised Outlook and certain extrapolations of the Revised Outlook prepared by Morgan Stanley (and reviewed by Pivotal management) for use in Morgan Stanley’s analysis of the potential transaction.

On August 1, 2019, Lazard informed representatives of Morgan Stanley that VMware would likely be in a position to submit an initial offer for the shares of Pivotal Class A Common Stock with respect to a potential transaction by the end of the week, subject to receipt of a few additional due diligence items, including a preliminary forecast of certain of Pivotal’s financial results for the second fiscal quarter of 2020, which Pivotal provided.

On August 2, 2019, the Board held a meeting with representatives of VMware management, Gibson Dunn, Wilson Sonsini, Lazard and JPMorgan. During the meeting, the Chair of the VMware Special Committee provided an update to the Board noting that subject to receipt of certain financial information, the VMware Special Committee was preparing to make an offer to the Pivotal Special Committee to acquire all of the outstanding shares of Pivotal Class A Common Stock for cash at a premium to the current market price and further discussed the VMware Special Committee’s intention that any transaction would include a non-waivable condition that the transaction be approved by (i) the Pivotal Special Committee and (ii) the holders of a majority of Pivotal common stock unaffiliated with Dell and VMware.

On August 4, 2019, the VMware Special Committee met telephonically with representatives of Lazard and Gibson Dunn to discuss the due diligence information received regarding Pivotal’s second financial quarter. Representatives of Lazard noted that Pivotal expected to achieve or exceed the preliminary forecast of Pivotal’s

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revenue for the second fiscal quarter of 2020. The VMware Special Committee then discussed conveying the initial offer of $13.75 in cash per share of Pivotal Class A Common Stock to Pivotal’s Special Committee and noted the importance of conveying that: (1) the Merger would be predicated on the affirmative vote by the holders of a majority of Pivotal common stock unaffiliated with Dell and VMware, which condition was non-waivable, (2) the offer would be contingent on Dell’s acceptance of a support agreement regarding the conversion of the shares of Pivotal Class B Common Stock held by Dell for shares of VMware, the details of which had not yet been negotiated but such conversion would be at an implied value per share less than the cash being offered to holders of the shares of Pivotal Class A Common Stock, (3) the offer would be contingent on approval of the Pivotal Special Committee and (4) the VMware Special Committee would seek support of the transaction from Ford and a commitment to vote its shares in favor of the transaction. The VMware Special Committee determined that Ms. Dykstra should convey such offer to the Pivotal Special Committee.

On August 4, 2019, Ms. Dykstra called Ms. Lankton to relay a verbal offer of $13.75 in cash per share for the Pivotal Class A Common Stock and the key terms thereof, including that the proposal would be subject to approval by (i) the Pivotal Special Committee and (ii) a vote of the holders of a majority of the Pivotal capital stock unaffiliated with Dell and VMware, which condition was non-waivable.

Ms. Dykstra also indicated that the offer was subject to completion of due diligence.

Later on August 4, 2019, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, at which Ms. Lankton summarized the offer presented by Ms. Dykstra during their call.

On August 5, 2019, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, to discuss the status of the potential transaction and Ms. Lankton’s discussion with Ms. Dykstra. Representatives of Morgan Stanley gave a presentation during this meeting and discussed with the Pivotal Special Committee a preliminary financial analysis of VMware’s offer. In addition, Morgan Stanley summarized considerations that could be used by Pivotal in making a counter offer, which was provided to Ms. Lankton for assistance and advocacy in negotiations. The presentation did not provide financial analysis. Representatives of Latham & Watkins then gave a presentation to the Pivotal Special Committee on its fiduciary duties and responsibilities in connection with evaluating the offer from VMware. Following those presentations, the Pivotal Special Committee discussed Pivotal’s go-forward strategy in negotiations and the appropriate response to VMware’s initial offer. Following discussion, the Pivotal Special Committee determined that it would not be willing to proceed with a potential transaction at the price per share of Pivotal Class A Common Stock proposed by VMware and that Ms. Lankton should respond to Ms. Dykstra with a counter-offer of $16.50 in cash per share of Pivotal Class A Common Stock, which would represent a 10% premium to the price per share of Pivotal Class A Common Stock in Pivotal’s initial public offering. The Pivotal Special Committee also discussed various potential contract terms as part of negotiations with VMware and determined that Pivotal should request a “go-shop” provision as part of its response to VMware.

During this time the due diligence process continued.

On August 6, 2019, Ms. Lankton communicated to Ms. Dykstra Pivotal’s counter-offer of $16.50 in cash per share of Pivotal Class A Common Stock and the request for inclusion of a “go-shop” provision in the potential merger agreement. Ms. Lankton and Ms. Dykstra also discussed process and the finalization of VMware’s due diligence process. Following that conversation, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, during which Ms. Lankton provided an update on her conversation with Ms. Dykstra.

Also on August 6, 2019, the VMware Special Committee met with representatives of Lazard and Gibson Dunn to discuss Pivotal’s counteroffer. Following discussion, the VMware Special Committee determined to

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raise its offer to $14.25 in cash per share of Pivotal Class A Common Stock and reject the request for inclusion of a “go-shop” provision in the potential merger agreement. At the VMware Special Committee’s direction, Ms. Dykstra then called Ms. Lankton and conveyed the revised offer approved by the VMware Special Committee and the VMware Special Committee’s position that it would not be willing to accept a “go-shop” provision as part of the potential transaction.

Representatives of Lazard also discussed with representatives of Morgan Stanley that the VMware Special Committee was having difficulty justifying Pivotal’s counter-offer based on the financial performance and trajectory of Pivotal. Lazard requested additional due diligence information to assist the VMware Special Committee in their continued evaluation of Pivotal.

Later on August 6, the Pivotal Special Committee reconvened following receipt of the counter-offer from VMware and held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present. Representatives of Morgan Stanley conveyed the messages it received from Lazard with respect to VMware’s counter-offer, noting that the VMware Special Committee was having difficulty justifying a higher price based on the financial performance and trajectory of Pivotal and had requested additional due diligence information to assist them in their continued evaluation of Pivotal. The Pivotal Special Committee and Pivotal representatives discussed a further counter-offer of $15.75 per share of Pivotal Class A Common Stock, and also discussed the relative value of the Pivotal Class A Common Stock to the Pivotal Class B Common Stock. The Pivotal Special Committee agreed that Ms. Lankton would present such a counter-offer and would also continue to ask for inclusion of a “go-shop” provision in the potential merger agreement. Representatives of Latham & Watkins then provided a description of key issues expected in the merger agreement, including the amount of a termination fee in the event that Pivotal were to accept a superior proposal from another acquirer after entering into a definitive agreement with VMware. Representatives of Latham & Watkins led a discussion with the Pivotal Special Committee and its representatives about customary termination fees.

On August 7, 2019, Ms. Lankton called Ms. Dykstra to communicate Pivotal’s counter-offer and again requested inclusion of a “go-shop” provision in the potential merger agreement.

Also on August 7, 2019, the VMware Special Committee met telephonically with representatives of Lazard and Gibson Dunn to discuss Pivotal’s counteroffer. Following discussion, the VMware Special Committee asked Lazard to analyze the aggregate consideration assuming various exchange ratios that could be utilized for the exchange of shares of Pivotal Class B Common Stock held by Dell for VMware common stock. Upon receipt of such analyses, the VMware Special Committee reconvened with representatives of Lazard and Gibson Dunn and determined that it would be prudent to begin negotiation of definitive documentation with Pivotal and its representatives on the terms discussed with representatives of Gibson Dunn and for Lazard to communicate the remaining confirmatory due diligence items for Pivotal before the VMware Special Committee communicated any counterproposal to the Pivotal Special Committee. The VMware Special Committee also requested that Lazard reach out to Goldman Sachs & Co. LLC (“Goldman Sachs”), financial advisor to Dell, to communicate that it was evaluating a proposal to acquire the shares of Pivotal Class B Common Stock held by Dell in connection with its evaluation of an acquisition of Pivotal.

On August 7, 2019, representatives of Lazard called representatives of Goldman Sachs, financial advisor to Dell, to indicate that the VMware Special Committee was evaluating a proposal to acquire the shares of Pivotal Class B Common Stock of Pivotal held by Dell in exchange for common stock of VMware.

Also on August 8, 2019, the VMware Special Committee met telephonically with representatives of Lazard and Gibson Dunn and confirmed that representatives of Lazard were authorized to communicate to Morgan Stanley that the VMware Special Committee was reviewing the Pivotal Special Committee’s latest proposal but required that confirmatory due diligence materials be made available to enable that review.

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Later on August 8, 2019, representatives of Morgan Stanley and Lazard held a call to discuss VMware’s outstanding high-priority due diligence requests. Representatives of Lazard requested certain due diligence responses from Pivotal, noting that following receipt of such information VMware would be prepared to provide a “best and final” offer. Representatives of Lazard also noted that Gibson Dunn would be circulating an initial draft of the Merger Agreement to Latham & Watkins.

The Pivotal Special Committee held a telephonic meeting on August 8, 2019, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, to discuss the conversation between representatives of Morgan Stanley and Lazard earlier in the day. During the meeting, the Pivotal Special Committee discussed strategies for finishing due diligence and final price negotiations. During this meeting, Morgan Stanley gave a presentation describing VMware’s offer for $14.25 in cash per share of Pivotal Class A Common Stock and comparing such offer to Pivotal’s stock prices on various dates and over various periods, and the multiples to historical and projected revenues implied by such prices.

On August 9, 2019, Gibson Dunn sent an initial draft of the Merger Agreement to Latham & Watkins. Representatives of Gibson Dunn also communicated to representatives of Latham & Watkins that, upon receipt of a proposal to acquire shares of Pivotal Class B Common Stock held by Dell, Dell may need to file an amendment to its Schedule 13D in respect of its ownership of VMware common stock, which would likely include the status of negotiations between the parties. Steps were also taken on this day by representatives of Pivotal and VMware to finalize due diligence requests and responses. The draft of the Merger Agreement provided, among other things, that approval of the potential acquisition would be conditioned on the approval of the holders of a majority of the outstanding Pivotal Class A Common Stock not owned by VMware or its affiliates, including Dell and EMC LLC, but did not provide for a “go-shop” provision. The Merger Agreement also included a termination fee, payable under various circumstances specified in the Merger Agreement, including if the Merger Agreement was terminated in favor of a superior proposal, but did not include an amount for such a fee.

On August 11, 2019, the VMware Special Committee met telephonically with representatives of Lazard and Gibson Dunn and discussed potential exchange ratios to propose to Dell regarding the exchange of shares of Pivotal Class B Common Stock held by Dell for VMware common stock. The VMware Special Committee discussed potential exchange ratios based on volume weighted average prices of VMware common stock and Pivotal common stock across various measurement periods, as well as whether to offer Dell shares of Class A Stock or Class B Stock in respect of shares of Pivotal Class B Common Stock held by Dell. Following such discussion, the VMware Special Committee determined to propose an exchange ratio of 0.0550 of a share of Class A Stock for each share of Pivotal Class B Common Stock of Pivotal owned by Dell. Representatives of Gibson Dunn reviewed with the VMware Special Committee a draft of the Support Agreement and discussed whether to condition the issuance of VMware common stock to Dell on the prior affirmative vote of a majority of the VMware capital stock unaffiliated with Dell and its affiliates. The VMware Special Committee noted that it would offer Class A Stock and propose a majority of the minority voting condition, but noted that it may be prepared to negotiate those points with Dell in return for favorable economic terms. Following discussion, the VMware Special Committee directed representatives of Lazard, subject to final approval by the chair of the VMware Special Committee following the close of trading on August 12, 2019, to communicate the proposal to representatives of Goldman Sachs on August 13, 2019 with a draft of the proposed Support Agreement to follow. Representatives of Lazard also provided an update on due diligence noting that Pivotal’s updated expectations for its recently completed financial quarter showed revenue and operating profits higher than previously communicated.

During the week of August 12, 2019, members of Pivotal’s management held a series of due diligence calls with representatives of VMware relating to various aspects of Pivotal’s business, including with respect to intellectual property, litigation, commercial and employee matters. Latham & Watkins and Davis Polk conferred with the Pivotal Special Committee, representatives of Morgan Stanley and Pivotal management to revise the terms of the draft Merger Agreement.

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On August 13, 2019, the Pivotal Special Committee executed an engagement letter with Morgan Stanley to act as its financial advisor in connection with the proposed sale of all or substantially all of the business or assets or all or a majority of the equity of Pivotal.

On August 13, 2019, following final approval of the chair of the VMware Special Committee, representatives of Lazard communicated the proposed exchange ratio of 0.0550 to representatives of Goldman Sachs and the draft Support Agreement was then shared with Dell. In addition, representatives of VMware management provided an update to representatives of Dell management on the status of negotiations between the VMware Special Committee and the Pivotal Special Committee and thereafter provided periodic updates regarding the status of the transaction through signing.

Later on August 13, 2019, the board of directors of Dell (the “Dell Board”) held a telephonic meeting to discuss, among other things, a potential transaction between VMware and Pivotal, and the proposal from the VMware Special Committee received earlier that day. During this meeting, the Dell Board received an update from Dell’s senior management on the status of negotiations between the VMware Special Committee and the Pivotal Special Committee. Dell’s general counsel advised the Dell Board on its fiduciary duties in considering a potential transaction between two of the company’s controlled subsidiaries. After this discussion, a representative of Goldman Sachs joined the meeting and provided an overview of VMware’s proposal to acquire Pivotal. The Dell Board thereafter engaged in discussion with respect to the potential transaction, and following such discussion approved a resolution authorizing Dell to evaluate the proposal from VMware’s Special Committee and the potential transaction between VMware and Pivotal, to engage in discussions and negotiations with VMware relating to the potential transaction, and to report back to the Dell Board for further consideration and approval before entering into any agreements with respect to the proposal or potential transaction. The Dell Board further resolved and directed Dell to file with the SEC an amendment to Dell’s beneficial ownership report in VMware on Schedule 13D disclosing the proposal from VMware and that Dell was evaluating whether to support the proposed transaction in which its stockholdings in Pivotal may be exchanged for shares of VMware common stock.

On August 14, 2019, the VMware Special Committee met with representatives of VMware management, Lazard and Gibson Dunn to discuss an update on recent due diligence. Representatives of VMware management communicated that the business case for acquiring Pivotal was improved through due diligence. The VMware Special Committee also discussed a potential counterproposal to Pivotal’s last proposal of $15.75 per share of Pivotal Class A Common Stock. Following a review from Lazard of the total enterprise value attributed to Pivotal at various mixes of consideration, the VMware Special Committee approved a best and final offer of $15.00 per share of Pivotal Class A Common Stock and authorized Lazard to communicate the proposal to Morgan Stanley.

Later on August 14, 2019, representatives of Lazard delivered the VMware Special Committee’s proposal to representatives of Morgan Stanley, noting that the transaction would continue to be subject to non-waivable conditions requiring (i) the approval of the holders of a majority of the outstanding shares of Pivotal Class A Common Stock not owned by VMware or its affiliates, including Dell and EMC LLC, and (ii) approval of the Pivotal Special Committee. Representatives of Lazard also noted that the proposal assumed that VMware would separately negotiate the acquisition of the shares of Pivotal Class B Common Stock in exchange for VMware common stock, at an implied price per share less than the price paid for the shares of Pivotal Class A Common Stock.

Later that same day, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, at which representatives of Morgan Stanley provided an update on VMware’s latest proposal. The Pivotal Special Committee determined that it would be willing to proceed with negotiating transaction documents on the basis of VMware’s latest proposal, subject to understanding the economics of the exchange of shares of Pivotal Class B Common Stock held by Dell for shares of Class A Stock and directed Morgan Stanley to so inform Lazard. The Pivotal Special Committee

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also discussed the material issues in the draft Merger Agreement with its advisors. The Pivotal Special Committee again requested a “go-shop” provision such that Pivotal could solicit interest from other potential acquirers following entry into a definitive agreement with VMware.

Following the Pivotal Special Committee meeting, representatives of Morgan Stanley informed representatives of Lazard that the Pivotal Special Committee had determined that it would be willing to proceed with negotiating transaction documents based on VMware’s proposal, subject to understanding the economics of the exchange of shares of Pivotal Class B Common Stock held by Dell. During that conversation, Lazard informed Morgan Stanley that the VMware Special Committee intended that shares of Pivotal Class B Common Stock held by Dell would be converted to shares of Class A Stock at an exchange ratio determined based on then-prevailing market prices and had communicated such offer to Dell.

Later on August 14, 2019, Dell publicly filed an amendment to its Schedule 13D with respect to VMware, disclosing that the Pivotal Special Committee and the VMware Special Committee were proceeding to negotiate definitive agreements with respect to a transaction for VMware to acquire all of the outstanding shares of Pivotal Class A Common Stock for cash at a per share price equal to $15.00. The Schedule 13D amendment also disclosed that the VMware Special Committee made a request to Dell, in writing, that Dell exchange all of its outstanding shares of Pivotal Class B Common Stock other than shares of Pivotal Class B Common Stock held by VMware for shares of Class A Stock. Pivotal also issued a press release on August 14, 2019 and filed a Current Report on Form 8-K on August 15, 2019 that each disclosed the potential transaction and the potential consideration per share of Pivotal Class A Common Stock.

During the evening of August 14, 2019, Latham & Watkins circulated a revised draft of the Merger Agreement to Gibson Dunn with changes including, among others, the continued request for a go-shop period following the signing of the Merger Agreement.

On August 16, 2019, representatives of Simpson Thacher & Bartlett LLP (“Simpson Thacher”), legal counsel to Dell, delivered a revised draft of the Support Agreement to representatives of Gibson Dunn. The revised draft provided, among other things, that Dell would receive shares of Class B Stock (as opposed to Class A Stock as originally proposed by the VMware Special Committee) and that Dell, as the holder of a majority of VMware’s outstanding common stock, would approve the issuance of VMware shares in an action by written consent. On the same day, representatives of Goldman Sachs communicated to representatives of Lazard a proposed exchange ratio of 0.0580 shares of Class B Stock in exchange for each share of Pivotal Class B Common Stock owned by Dell.

Between August 16, 2019 and August 21, 2019, representatives of Gibson Dunn conferred with the VMware Special Committee, representatives of Lazard and VMware management to revise the terms of the draft Support Agreement.

Also on August 16, 2019, Gibson Dunn circulated a draft Voting Agreement to representatives of Latham & Watkins, to be signed by Ford, in connection with the voting of its shares in favor of a merger at any stockholder meeting in connection with the potential transaction.

Later on August 16, 2019, Gibson Dunn circulated a revised draft of the Merger Agreement to Latham & Watkins, rejecting Pivotal’s request for a go-shop provision and proposing instead a “window-shop” provision which would allow Pivotal to engage in discussions in connection with unsolicited proposals from third parties after following specified procedures in the Merger Agreement. The revised draft Merger Agreement also included a proposed termination fee of $125 million to be paid by Pivotal in certain specified circumstances.

Between August 16, 2019 and August 22, 2019, representatives of Gibson Dunn, Wilson Sonsini, Latham & Watkins and Davis Polk, negotiated the proposed Merger Agreement and ancillary documentation.

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On August 18, 2019, representatives of Gibson Dunn delivered a revised draft of the Support Agreement providing for an exchange ratio of 0.0550 shares of Class A Stock in exchange for each share of Pivotal Class B Common Stock owned by Dell and noting that the VMware Special Committee was evaluating the request for Class B Stock as well as the request for stockholder approval of the issuance by written consent.

Between August 18, 2019 and August 21, 2019, representatives of Gibson Dunn and Simpson Thacher negotiated the Support Agreement. Following discussions with the VMware Special Committee and Dell by their respective counsels, the parties agreed that shares of Pivotal Class B Common Stock held by Dell would be exchanged for shares of Class B Stock at an exchange rate of 0.0550 of a share of Class B Stock for each share of Pivotal Class B Common Stock held by Dell (other than those shares beneficially owned by VMware) and that the required stockholder approval would be effected by an action by written consent.

On August 19, 2019, Latham & Watkins circulated a revised draft of the Merger Agreement to Gibson Dunn which reflected input from the Pivotal Special Committee, Pivotal management and Davis Polk. Based on communications received by Latham & Watkins from the Pivotal Special Committee, the revised Merger Agreement reflected a $75 million termination fee to be paid by Pivotal in certain specified circumstances.

On August 20, 2019, the Pivotal Special Committee held a telephonic meeting at which representatives of Pivotal management, Latham & Watkins and Morgan Stanley were present. The parties discussed the status of the potential transaction and negotiations in connection with the draft Merger Agreement and other transaction documents, including the Support Agreement and Voting Agreement. Representatives of Latham & Watkins presented materials to the Pivotal Special Committee, which refreshed the Pivotal Special Committee on its fiduciary duties and summarized the key open issues in the transaction documents, including the termination fee that would be owed by Pivotal pursuant to the Merger Agreement in the event Pivotal were to accept an unsolicited superior proposal from a third party after entry into a definitive agreement with VMware. During the course of such discussions the Pivotal Special Committee agreed to forgo a “go-shop” provision in the Merger Agreement in light of the fact that no inquiries had been received since Dell’s public filing of its Schedule 13D amendment and Pivotal’s public filing of a Current Report on Form 8-K and issuance of a press release disclosing that the Pivotal Special Committee and the VMware Special Committee were proceeding to negotiate definitive agreements with respect to a transaction for VMware to acquire all of the outstanding shares of Pivotal Class A Common Stock for cash at a per share price equal to $15.00 and that Dell had the ability to prevent any alternative transaction from being consummated. Following discussion of the key open issues, representatives of Latham & Watkins outlined the remaining key terms of the transaction documents and next steps in connection with the negotiation of the potential transaction. Representatives of Morgan Stanley discussed with the Pivotal Special Committee Morgan Stanley’s preliminary financial analyses of the proposed consideration to be received by the holders of Pivotal Class A Common Stock (other than holders of shares held in treasury or shares owned by Dell, EMC LLC, VMW Holdco, VMware or Merger Sub that are not held on behalf of unaffiliated third parties (“Excluded Pivotal Class A Shares”) or shares of Pivotal Class A Common Stock held by holders who have properly exercised appraisal pursuant to Section 262 of the DGCL (“Dissenting Shares”)).

On August 21, 2019, the Dell Board held a telephonic meeting to discuss, among other things, the potential transaction between VMware and Pivotal, and the proposed Support Agreement in connection with that potential transaction. Representatives of Dell’s senior management, Goldman Sachs, Simpson Thacher and Moelis & Company also participated. During this meeting, the Dell Board received an update on the potential transaction and an overview of the strategic rationale for combination of the two companies. Dell’s general counsel further advised the Dell Board on its fiduciary duties in considering a potential transaction between two of the company’s controlled subsidiaries. A representative of Goldman Sachs then reviewed its financial analysis with respect to the proposed transaction, and a representative of Moelis & Company reviewed Moelis & Company’s financial analyses. The Dell Board thereafter engaged in discussion with respect to the potential transaction, and following such discussion, each of Dell’s disinterested directors and the Dell Board approved a resolution authorizing Dell to enter into the Support Agreement and an amendment to a tax sharing agreement between Pivotal, Dell and Dell’s affiliates (the “Tax Sharing Agreement Amendment”) on the basis that the Merger, the

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stock consideration and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of Dell and its stockholders.

Also on August 21, 2019, the VMware Special Committee held a telephonic meeting with representatives of VMware management, Lazard and Gibson Dunn. VMware management provided an overview of key findings from the confirmatory due diligence process and confirmed the strategic rationale and business model underlying the acquisition of Pivotal. Representatives of Gibson Dunn reviewed with the members of the VMware Special Committee their fiduciary duties under applicable law with respect to the proposed transaction with Pivotal and the provisions of the proposed Merger Agreement and Support Agreement. Representatives of Lazard reviewed with the VMware Special Committee its financial analyses and rendered an oral opinion, which was subsequently confirmed by delivery of a written opinion dated August 21, 2019, that, as of such date and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth therein, the merger consideration to be paid by VMware in the Merger was fair, from a financial point of view, to VMware. Lazard’s opinion is more fully described below under the section of this Information Statement entitled “—Opinion of Financial Advisor to the VMware Special Committee (Lazard)” and is attached as Annex C to this Information Statement.

Following discussion, the VMware Special Committee resolved to recommend to the Board that it approve the Merger Agreement and the Voting Agreement and the transactions contemplated thereby. The VMware Special Committee also approved VMware’s entry into the Support Agreement and the Tax Sharing Agreement Amendment contemplated thereby.

Later on August 21, 2019, the Board met telephonically to consider the Merger Agreement and the Support Agreement. Representatives of VMware management, JPMorgan, Wilson Sonsini and Gibson Dunn were also in attendance. Representatives of Wilson Sonsini reviewed with the members of the Board their applicable fiduciary duties. Ms. Dykstra informed the Board that the VMware Special Committee had resolved to recommend to the Board that it approve the Merger Agreement and the Voting Agreement and the transactions contemplated thereby and that the VMware Special Committee had approved the entry into the Support Agreement and the Tax Sharing Agreement Amendment. Ms. Dykstra also discussed the VMware Special Committee’s rationale for such recommendations and decisions. Following discussion, the Board resolved to approve the Merger Agreement and Voting Agreement and the transactions contemplated thereby.

During the day on August 21 and into August 22, 2019, Latham & Watkins, Gibson Dunn, Davis Polk and Wilson Sonsini continued to further negotiate, and reach resolution on, the remaining open points in the transaction documents, which included key provisions such as the interim operating covenants and the amount of the termination fee, which the parties agreed to set at $95 million.

On August 22, 2019, the Pivotal Special Committee held a telephonic meeting with certain representatives of Pivotal’s senior management, Morgan Stanley and Latham & Watkins in attendance. Representatives of Latham & Watkins discussed with the Pivotal Special Committee the fiduciary duties of directors in connection with evaluating Pivotal’s strategic alternatives and the terms of the Merger Agreement, including, among other things, the parties’ respective termination rights (including Pivotal’s right to terminate the Merger Agreement to enter into an alternative acquisition agreement with respect to a superior proposal), the termination fee and the applicable closing conditions, including that the Merger Agreement must be approved by the vote of a majority of the outstanding Pivotal Class A Common Stock not owned by VMware or its affiliates, including Dell and EMC LLC. Also at this meeting, a representative of Morgan Stanley reviewed with the Pivotal Special Committee Morgan Stanley’s financial analysis of the $15.00 per share consideration to be received by the holders of Pivotal Class A Common Stock (other than holders of Excluded Pivotal Class A Shares or Dissenting Shares). Following a discussion among the Pivotal Special Committee and its representatives, the Pivotal Special Committee resolved to recommend to the Pivotal Board that Pivotal enter into the Merger Agreement with VMware and the potential transaction at $15.00 per share of Pivotal Class A Common Stock.

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Following the meeting of the Pivotal Special Committee, the Pivotal Board held a telephonic meeting on August 22, 2019, at which certain representatives of Pivotal’s senior management and representatives of Morgan Stanley, Davis Polk and Latham & Watkins were in attendance. All members of the Pivotal Board were present other than Egon Durban and Zane Rowe, both of whom were absent from the meeting. At this meeting, the Pivotal Special Committee presented its recommendation to enter into the Merger Agreement with VMware to the Pivotal Board. A representative of Davis Polk reviewed the final terms of the Merger Agreement and the Pivotal Board’s fiduciary duties in connection with its approval. After considering the proposed terms of the Merger Agreement and the other transaction agreements and the various presentations of Morgan Stanley, Davis Polk and Latham & Watkins, Ms. Lankton and Ms. Klevorn, the disinterested and independent members of the Pivotal Board, unanimously (i) approved the Merger Agreement and the other transaction documents and declared that the Merger Agreement and the transactions contemplated thereby are advisable, fair to, and in the best interests of, Pivotal and its stockholders, (ii) approved and declared advisable the consummation of the transactions contemplated by the Merger Agreement and directed the officers of Pivotal to execute and deliver the Merger Agreement, (iii) directed that the Merger Agreement, and the treatment of Pivotal Class A Common Stock and Pivotal Class B Common Stock thereunder, be submitted to Pivotal’s stockholders for adoption at the meeting of Pivotal’s stockholders in accordance with the Merger Agreement and (iv) recommended that Pivotal’s stockholders vote in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, subject to the right of the Pivotal Board to withdraw or modify such recommendation in accordance with the Merger Agreement. Following these actions, all of the members of the Pivotal Board present made the same determination and approval described in the preceding sentence.

Following the closing of NYSE normal trading hours on August 22, 2019, the parties executed the Merger Agreement, Support Agreement and Voting Agreement.

Also on August 22, 2019, Pivotal and VMware issued a joint press release announcing the execution of the transaction. As of the date of this Information Statement, Pivotal has not received any inquiries from other potential buyers following the issuance of this joint press release.

Pivotal Financial Projections

While Pivotal has from time to time provided limited full year financial guidance to investors, which may have covered, among other things, revenue and net loss, Pivotal’s management does not, as a matter of course, otherwise publicly disclose forecasts or internal projections as to future performance due to, among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized. However, Pivotal provided certain non-public financial projections to Morgan Stanley in its capacity as financial advisor to the Pivotal Special Committee and to VMware as part of the due diligence process.

In the ordinary course of business, Pivotal’s management prepared a forecast for the fiscal year ending January 31, 2020 (“Fiscal Year 2020”) as well as a high-level outlook for the fiscal years ending January 29, 2021 (“Fiscal Year 2021”) and January 28, 2022 (“Fiscal Year 2022”) (collectively, the “Initial Outlook”). In addition, Pivotal prepared a sensitivity analysis of the Initial Outlook. In April, Pivotal management provided the Initial Outlook and the sensitivity analysis to Morgan Stanley. Morgan Stanley did not use the Initial Outlook or the related sensitivity analysis for any of its analyses or financial calculations.

In the ordinary course of business, following the end of Pivotal’s first fiscal quarter ended May 2, 2019, Pivotal management reviewed Pivotal’s operating performance for the first fiscal quarter of Fiscal Year 2020. Based on Pivotal’s performance in the first fiscal quarter and management’s view of Pivotal’s business at the time, Pivotal management revised the forecast for Fiscal Year 2020, and the outlook for Fiscal Year 2021 and Fiscal Year 2022 (the “Base Case”). Pivotal prepared a revised sensitivity analysis, including a “High Case,” which reflects higher revenue and higher operating income assumptions, and a “Low Case,” which reflects lower revenue and lower operating income assumptions (the “Base Case,” “High Case” and “Low Case,” collectively,

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the “Revised Outlook”). The Initial Outlook and the Revised Outlook (collectively, the “Pivotal Management Projections”) were each based upon certain financial, operating and commercial assumptions developed solely using the information available to Pivotal’s management at the time the respective projections were developed and prepared.

Morgan Stanley prepared extrapolations (which were reviewed by Pivotal management) of the Revised Outlook for the period from Fiscal Year 2020 through fiscal year 2029 (collectively, the “Extrapolated Projections,” and, together with the Initial Outlook and the Revised Outlook, the “Pivotal Projections”). The Pivotal Special Committee reviewed the Revised Outlook and the Extrapolated Projections, and directed Morgan Stanley to use and rely on the Revised Outlook and the Extrapolated Projections to prepare its financial analyses. In addition, the Initial Outlook and the Revised Outlook were provided to VMware as part of the due diligence process for the transaction.

The Pivotal Projections, while presented with numerical specificity, were based on numerous variables and assumptions, including about future performance that are inherently uncertain and many of which are beyond Pivotal’s control. In the case of the Pivotal Management Projections, they reflect numerous estimates, assumptions and judgments made by Pivotal management, based on information available at the time the respective Pivotal Management Projections were developed, with respect to industry performance and competition, general business, economic, regulatory, market and financial conditions, other future events and matters specific to Pivotal’s business, all of which are difficult to predict and many of which are beyond Pivotal’s control. The Initial Outlook and the Revised Outlook included in this document have been prepared by, and are the responsibility of, Pivotal’s management, are based on the information available at the time the Initial Outlook and the Revised Outlook were prepared and reflect numerous estimates, assumptions and judgments. The principal assumptions reflected in the Pivotal Management Projections include: (1) customer demand for Pivotal’s products and services would continue consistent with recent years, (2) Pivotal’s technology and channel partnerships would continue to drive revenue growth and operating leverage, (3) the competitive environment and overall technology landscape would not change significantly, (4) Pivotal would continue to invest in the business, particularly in sales and marketing and research and development, and (5) each of the overall regulatory environment, GAAP and tax regulation would not change significantly. The High Case primarily reflects assumptions for higher revenue growth and higher operating leverage than the Base Case. The Low Case primarily reflects assumptions for lower revenue growth and lower operating leverage than the Base Case. There can be no assurances that the Pivotal Projections accurately reflect future trends or accurately estimate Pivotal’s future financial and operating performance. The Pivotal Projections also reflect assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and lead to the Pivotal Projections not being achieved include, but are not limited to, Pivotal’s limited operating history as an independent company, the substantial losses Pivotal has incurred and the risks of not being able to generate sufficient revenue to achieve and sustain profitability, Pivotal’s future success depending in large part on the growth of Pivotal’s target markets, Pivotal’s future growth depending largely on PCF and Pivotal’s platform-related services, Pivotal’s revenue growth rate not being indicative of Pivotal’s future performance or ability to grow, customers not renewing or expanding their use of Pivotal’s products, the impacts of competition, Pivotal’s long and unpredictable sales cycles that vary seasonally and which can cause significant variation in the number and size of transactions that can close in a particular quarter, Pivotal’s lack of control of and inability to predict the future course of open-source technologies, including Kubernetes and those used in PCF, any security or privacy breaches and the other risk factors described in Pivotal’s Annual Report on Form 10-K for the fiscal year ended February 1, 2019 and subsequent Quarterly Reports on Form 10-Q, all incorporated by reference herein, including under the heading “Risk Factors,” and in the Pivotal Proxy Statement under the heading “Cautionary Statement Concerning Forward-Looking Information.” In addition, all of the Pivotal Projections may be affected by Pivotal’s ability to achieve strategic goals, objectives and targets over the applicable periods. Further, the Pivotal Projections cover multiple years and by their nature become subject to greater uncertainty with each successive year. Accordingly, there can be no assurance that the Pivotal Projections will be realized, and actual results may vary materially from those shown. Modeling and forecasting the future performance of a software company is a highly speculative endeavor. Since the Pivotal Projections cover a long period of time, the Pivotal

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Projections by their nature are unlikely to anticipate each circumstance that will have an effect on the commercial value of Pivotal’s products and services. Furthermore, and for the same reasons, the Pivotal Projections should not be construed as commentary by Pivotal’s management as to how management expects Pivotal’s actual results to compare to Wall Street research analysts’ estimates.

The Pivotal Projections were not prepared with a view toward public disclosure and, accordingly, do not necessarily comply with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information or generally accepted accounting principles (“GAAP”).

PricewaterhouseCoopers LLP, Pivotal’s independent registered public accounting firm, has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the Pivotal Projections and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report on Pivotal’s consolidated financial statements incorporated by reference from Pivotal’s Annual Report on Form 10-K for the fiscal year ended February 1, 2019 relates to Pivotal’s previously issued financial statements. It does not extend to the Pivotal Projections and should not be read to do so.

The summary of the Pivotal Projections is being included in this Information Statement solely because the Initial Outlook and Revised Outlook were provided to VMware as part of the due diligence process.

The Pivotal Projections set forth below do not take into account any circumstances or events occurring after the date they were prepared, including the announcement of the Merger and transaction-related expenses. The Pivotal Projections also do not take into account the effect of any failure of the Merger to close and should not be viewed as accurate or continuing in that context.

The inclusion of the Pivotal Projections in this Information Statement should not be regarded as an indication that Pivotal or VMware or any of their respective affiliates, advisors or representatives considered or consider the Pivotal Projections to be predictive of actual future events, and the Pivotal Projections should not be relied on as such. None of Pivotal, VMware or Dell or any of their respective affiliates, advisors, officers, directors or representatives can give any assurance that actual results will not differ from these Pivotal Projections, and none of them undertakes any obligation to update or otherwise revise or reconcile the Pivotal Projections to reflect circumstances existing after the date such Pivotal Projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Pivotal Projections are shown to be in error or no longer appropriate. None of Pivotal, VMware or Dell intends to make publicly available any update or other revision to the Pivotal Projections, except as required by law. None of Pivotal, VMware or Dell or any of their respective affiliates, advisors, officers, directors or representatives has made or makes any representation to any stockholder or other investor regarding the ultimate performance of Pivotal compared to the information contained in the Pivotal Projections or that projected results will be achieved.

VMware’s stockholders are cautioned not to place undue, if any, reliance on the Pivotal Projections included in this Information Statement.

The Pivotal Projections incorporate certain financial measures, including earnings before interest and taxes (“EBIT”), EBITDA and unlevered free cash flow, which are not GAAP measures. Such financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. Pivotal’s or Morgan Stanley’s calculations of these financial measures may differ from others in its industry and are not necessarily comparable with information presented under similar captions used by other companies. Financial measures provided to a financial advisor are excluded from the SEC’s definition of non-GAAP financial measures and therefore are not subject to SEC rules regarding disclosures of non-GAAP

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financial measures, which may otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure to be presented. Reconciliations of these financial measures were not relied upon by Morgan Stanley for purposes of its financial analyses or by the Pivotal Special Committee or the Pivotal Board. Accordingly, a reconciliation of the financial measures included in the projection is not provided.

Subject to the foregoing qualifications, the following is a summary of the Pivotal Projections.

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VMware Financial Projections

While VMware has from time to time provided limited full year financial guidance to investors, VMware’s management does not, as a matter of course, otherwise publicly disclose forecasts or internal projections as to future performance due to, among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized. In connection with the Merger, VMware provided certain non-public financial projections regarding VMware to the VMware Special Committee and Lazard, in its capacity as financial advisor to the VMware Special Committee, Dell and Moelis & Company, in its capacity as financial advisor to Dell. In addition, VMware management provided to the VMware Special Committee, Lazard, Dell and Moelis & Company certain non-public financial projections for Pivotal, which were prepared by VMware management and informed by Pivotal management’s long range plan which Pivotal prepared and provided to VMware. A summary of these financial projections is included below to give VMware stockholders and Pivotal stockholders access to certain non-public information that was considered by the VMware Special Committee for purposes of evaluating the Merger. These projections are not, and should not be viewed as, public guidance or even targets.

The financial projections, while presented with numerical specificity, were based on numerous variables and assumptions, including about future performance, that are inherently uncertain and many of which are beyond VMware’s and Pivotal’s control. The financial projections reflect numerous estimates, assumptions and judgments made by VMware management, based on information available at the time the financial projections were developed, with respect to industry performance and competition, general business, economic, regulatory, market and financial conditions, other future events and matters specific to VMware’s and Pivotal’s business, all of which are difficult to predict and many of which are beyond VMware’s and Pivotal’s control. There can be no assurances that the financial projections accurately reflect future trends or accurately estimate VMware’s or Pivotal’s future financial and operating performance. The financial projections also reflect assumptions as to certain business decisions that are subject to change. The principal assumptions reflected in the VMware management forecast include: (1) sustained customer demand for VMware’s products and services, (2) VMware’s technology and channel partnerships would continue to drive revenue growth and operating leverage, (3) consideration of the current competitive environment and technology landscape, (4) VMware would continue to invest in the business, particularly in sales and marketing and research and development, and (5) estimating revenues derived from perpetual license sales as well as Hybrid-Cloud subscription and software-as-a-service (“SaaS”) sales. Important factors that may affect actual results and cause these financial projections not to be achieved include, but are not limited to, risks and uncertainties relating to VMware’s and Pivotal’s business (including the ability to achieve strategic goals, objectives and targets over the applicable periods), industry performance, general business and economic conditions, and other factors described in or referenced under “Cautionary Statement Regarding Forward-Looking Statements” and those risks and uncertainties detailed in VMware’s and Pivotal’s public filings with the SEC. In addition, all of the financial projections may be affected by VMware’s and Pivotal’s ability to achieve strategic goals, objectives and targets over the applicable periods. Further, the financial projections cover multiple years and by their nature become subject to greater

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uncertainty with each successive year. Accordingly, there can be no assurance that the financial projections will be realized, and actual results may vary materially from those shown. Modeling and forecasting the future performance of a software company is a highly speculative endeavor. Since the financial projections cover a long period of time, the financial projections by their nature are unlikely to anticipate each circumstance that will have an effect on the commercial value of VMware’s and Pivotal’s products and services. Furthermore, and for the same reasons, the financial projections should not be construed as commentary by VMware’s management as to how management expects VMware’s or Pivotal’s actual results to compare to Wall Street research analysts’ estimates.

The financial projections were not prepared with a view toward public disclosure and, accordingly, do not necessarily comply with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information or GAAP.

The VMware management forecast included in this document, including the financial projections set forth in the section entitled “—VMware Prepared Pivotal Pro Forma Projections,” has been prepared by, and is the responsibility of, VMware’s management. PricewaterhouseCoopers LLP, VMware’s independent registered public accounting firm, has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the financial projections and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report on VMware’s consolidated financial statements incorporated by reference from VMware’s Annual Report on Form 10-K for the fiscal year ended February 1, 2019 relates to VMware’s previously issued financial statements. It does not extend to the financial projections and should not be read to do so. In addition, the PricewaterhouseCoopers LLP report on Pivotal’s consolidated financial statements incorporated by reference from Pivotal’s Annual Report on Form 10-K for the fiscal year ended February 1, 2019 relates to Pivotal’s previously issued financial statements. Such report does not extend to the financial projections and should not be read to do so.

The summary of the financial projections is being included in this Information Statement solely because these financial projections were made available to the VMware Special Committee, Lazard, Dell and Moelis & Company.

The financial projections set forth below do not take into account any circumstances or events occurring after the date they were prepared, including the announcement of the Merger and transaction-related expenses. The financial projections also do not take into account the effect of any failure of the Merger to close and should not be viewed as accurate or continuing in that context.

The inclusion of the financial projections in this Information Statement should not be regarded as an indication that VMware, Pivotal or Dell or any of their respective affiliates, advisors or representatives considered or consider the financial projections to be predictive of actual future events, and the financial projections should not be relied on as such. None of VMware, Pivotal or Dell or any of their respective affiliates, advisors, officers, directors or representatives can give any assurance that actual results will not differ from these financial projections, and none of them undertakes any obligation to update or otherwise revise or reconcile the financial projections to reflect circumstances existing after the date such financial projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the financial projections are shown to be in error or no longer appropriate. None of VMware, Pivotal or Dell intends to make publicly available any update or other revision to the financial projections, except as required by law. None of VMware, Pivotal or Dell or any of their respective affiliates, advisors, officers, directors or representatives has made or makes any representation to any stockholder or other investor regarding the ultimate performance of VMware or Pivotal compared to the information contained in the financial projections or that projected results will be achieved.

VMware’s stockholders are cautioned not to place undue, if any, reliance on the financial projections included in this Information Statement.

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The financial projections incorporate certain financial measures which are not GAAP measures. Such financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. VMware’s, Lazard’s, Dell’s and Moelis & Company’s calculations of these financial measures may differ from others in its industry and are not necessarily comparable with information presented under similar captions used by other companies. Financial measures provided to a financial advisor are excluded from the SEC’s definition of non-GAAP financial measures and therefore are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which may otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure to be presented. Reconciliations of these financial measures were not relied upon by Lazard for purposes of its financial analysis as described in the section of this Information Statement entitled “—Opinion of Financial Advisor to the VMware Special Committee (Lazard)” or by the VMware Special Committee, Dell or Moelis & Company. Accordingly, a reconciliation of the financial measures included in the financial projections is not provided.

Subject to the foregoing qualifications, the following is a summary of the financial projections.

VMware Projections

The following financial projections of VMware on a standalone basis for 2020E through 2022E were prepared by VMware management, and made available to the VMware Special Committee, Lazard, Dell and Moelis & Company in connection with their respective evaluations of the Merger and the transactions contemplated by the Merger Agreement. Extrapolations for the financial projections for 2023E and 2024E, which were based on the forecasts prepared by VMware management, were prepared following discussions with, and input received from VMware management. The extrapolations were made available to the VMware Special Committee, Dell and Moelis & Company. These projections reflect a range that consider two scenarios. One scenario assumes that Hybrid-Cloud subscription and SaaS revenue mix increases to 27% of total revenue by fiscal year 2024 (“Scenario A”). The second scenario assumes that Hybrid-Cloud subscription and SaaS revenue mix increases to 34% of total revenue by fiscal year 2024. In addition, the higher mix of Hybrid-Cloud subscription and SaaS revenue assumes higher accelerated growth rate for emerging and future offerings that generate recurring revenue stream (“Scenario B”). The higher mix of Hybrid-Cloud subscription and SaaS revenue contemplated in Scenario B also assumes incremental go-to-market and research and development investments.

VMware Prepared Pivotal Pro Forma Projections

VMware management, informed by Pivotal management’s long range plan, developed the following In-VMware Case (as defined in “ —Opinion of Financial Advisor to the VMware Special Committee (Lazard)”) financial projections of Pivotal. The following financial projections of Pivotal were made available to the VMware Special Committee, Lazard, Dell and Moelis & Company in connection with their respective evaluations of the Merger and the transactions contemplated by the Merger Agreement.

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For additional information on VMware’s and Pivotal’s actual results and historical financial information, see the sections of this Information Statement entitled “Selected Consolidated Financial Data of Pivotal,” “Selected Consolidated Financial Data of VMware” and “Where You Can Find Additional Information.”

Opinion of Financial Advisor to the VMware Special Committee (Lazard)

The VMware Special Committee has retained Lazard as its financial advisor to advise the VMware Special Committee in connection with the Merger. On August 21, 2019, at a meeting of the VMware Special Committee held to evaluate the Merger, Lazard rendered to the VMware Special Committee an oral opinion, which was confirmed by delivery of a written opinion dated August 21, 2019, to the effect that, as of such date and based upon and subject to assumptions, procedures, factors, qualifications and limitations set forth therein, the merger consideration to be paid by VMware in the Merger was fair, from a financial point of view, to VMware.

The full text of Lazard’s written opinion, dated August 21, 2019, which sets forth the assumptions made, procedures followed, factors considered, and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, is attached to this Information Statement as Annex C and is incorporated in this Information Statement by reference. The description of Lazard’s opinion set forth in this Information Statement is qualified in its entirety by reference to the full text of Lazard’s written opinion attached as Annex C. We encourage you to read Lazard’s opinion and this section carefully and in their entirety.

Lazard’s opinion was directed to and for the benefit of the VMware Special Committee for the information and assistance of the VMware Special Committee in connection with its evaluation of the Merger and only addressed the fairness, from a financial point of view, to VMware of the merger consideration to be paid by VMware in the Merger as of the date of Lazard’s opinion. The VMware Special Committee did not request Lazard to consider, and Lazard’s opinion did not address, the relative merits of the Merger as compared to any other transaction or business strategy in which VMware might engage or the merits of the underlying decision by VMware to engage in the Merger. Lazard’s opinion was not intended to and does not constitute a recommendation to any stockholders as to how such stockholder should vote or act with respect to the Merger or any matter relating thereto. Lazard’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Lazard as of, the date of Lazard’s opinion. Lazard assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of Lazard’s opinion. Lazard’s opinion did not express any opinion as to the prices at which shares of Class A Stock or shares of Pivotal Class A Common Stock may trade at any time subsequent to the announcement of the Merger.

The following is a summary of Lazard’s opinion and Lazard’s presentation delivered to the VMware Special Committee on August 21, 2019 related thereto. You are urged to read Lazard’s written opinion carefully in its entirety.

In connection with its opinion, Lazard:

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Lazard assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of such information. Lazard has not conducted any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of Pivotal or VMware or concerning the solvency or fair value of Pivotal or VMware, and Lazard was not furnished with any such valuation or appraisal. At the direction of the VMware Special Committee, Lazard used the In-VMware Case for purposes of its analyses relating to Pivotal and used the VMware Forecasts for purposes of its analyses relating to VMware. With respect to the financial forecasts used in Lazard’s analyses, including those related to projected synergies and other benefits anticipated by the management of VMware to be realized from the Merger as reflected in the In-VMware Case, Lazard assumed, with the consent of the VMware Special Committee, that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments as to the future financial performance of Pivotal and VMware, respectively, and such synergies and other benefits. In addition, Lazard assumed, with the consent of the VMware Special Committee, that such financial forecasts and projected synergies and other benefits will be realized in the amounts and at the times contemplated thereby. Lazard assumed no responsibility for and expressed no view as to any such forecasts or the assumptions on which they are based. At the direction of the VMware Special Committee, Lazard did not take into consideration any pending or potential acquisition (including VMware’s potential acquisition of Carbon Black, Inc.) or disposition by VMware. Lazard further assumed, with the consent of the VMware Special Committee, that the Class A Stock and the Class B Stock are equivalent from a financial point of view.

In rendering its opinion, Lazard assumed, with the consent of the VMware Special Committee, that the Merger would be consummated on the terms described in the draft Merger Agreement reviewed by Lazard, without any waiver or modification of any material terms or conditions. Representatives of VMware advised Lazard, and Lazard assumed, that the Merger Agreement, when executed, would conform to the draft reviewed by Lazard in all material respects. Lazard also assumed, with the consent of the VMware Special Committee, that obtaining the necessary governmental, regulatory or third-party approvals and consents for the Merger would not have an adverse effect on VMware, Pivotal or the Merger. Lazard did not express any opinion as to any tax or other consequences that might result from the Merger, nor did its opinion address any legal, tax, regulatory or accounting matters or potential financial implications of such matters, as to which Lazard understands that VMware and the VMware Special Committee obtained such advice as it deemed necessary from qualified professionals. While Lazard’s opinion addressed the merger consideration to be paid by VMware in the Merger,

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Lazard expressed no view or opinion as to any other terms or other aspects of the Merger, including, without limitation, the form or structure of the Merger or any agreements or arrangements entered into in connection with, or contemplated by, the Merger (including, without limitation, the Merger Agreement and the Support Agreement by and among VMware, Dell, EMC LLC and certain other parties). In addition, Lazard expressed no view or opinion as to the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors or employees of any parties to the Merger, or class of such persons, relative to the merger consideration or otherwise. The issuance of Lazard’s opinion was approved by the Opinion Committee of Lazard.

In preparing its opinion to the VMware Special Committee, Lazard performed a variety of financial and comparative analyses. The following is a brief summary of the material financial and comparative analyses that Lazard deemed to be appropriate for this type of transaction that were contained in a presentation by Lazard to the VMware Special Committee in connection with rendering its opinion on August 21, 2019. The summary of Lazard’s analyses described below is not a complete description of the analyses underlying Lazard’s opinion. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to partial or summary description. In arriving at its opinion, Lazard considered the results of all of the analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis considered by it. Rather, Lazard made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

For purposes of its analyses and reviews, Lazard considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of VMware or Pivotal. No company, business or transaction used in Lazard’s analyses is identical to VMware or Pivotal or the Merger, and such analyses may not necessarily utilize all companies or businesses that could be deemed comparable to VMware or Pivotal. Accordingly, an evaluation of the results of those analyses is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions used in Lazard’s analyses and reviews. The estimates contained in Lazard’s analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Lazard’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Lazard’s analyses and reviews are inherently subject to substantial uncertainty.

The merger consideration was determined through negotiations between VMware, Dell and Pivotal and was approved by the VMware Special Committee. Lazard was not requested to, and it did not, recommend the specific merger consideration payable in the Merger or advise that any given merger consideration constituted the only appropriate consideration for the Merger. The decision to enter into the Merger Agreement was solely that of the Board and Pivotal Board (on the recommendation of their respective special committees) and the opinion of Lazard was only one of many factors taken into consideration by the VMware Special Committee in its evaluation of the Merger. Consequently, the analyses described below should not be viewed as determinative of the views of the VMware Special Committee or VMware’s management with respect to the Merger or the merger consideration.

The summary of the analyses and reviews provided below includes information presented in tabular format. In order to fully understand Lazard’s analyses and reviews, the tables must be read together with the full text of each summary. The tables alone do not constitute a complete description of Lazard’s analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Lazard’s analyses and reviews.

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Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before August 14, 2019, the date of the public disclosure of a potential transaction between VMware and Pivotal in a Schedule 13D amendment filed by Dell (the “Dell 13D Disclosure”), and is not necessarily indicative of current market conditions.

The merger consideration to be paid by VMware in the Merger consists of (1) 0.0550 of a share of Class B Stock per share of Pivotal Class B Common Stock plus (2) $15.00 in cash per share of Pivotal Class A Common Stock. Based on the closing price per share of Class A Stock on the NYSE on August 14, 2019, the last trading price before the Dell 13D Disclosure, the merger consideration payable in respect of all outstanding shares (other than shares already owned by VMware) and employee stock awards (both vested and unvested) as of August 2, 2019 in the aggregate was approximately $3.1 billion. All references to an unaffected price in this section refer to the trading prices of Pivotal or VMware, as applicable, on the date of the Dell 13D Disclosure.

Pivotal Valuation Analyses

5-Year Discounted Cash Flow Analysis–Pivotal

Based on the In-VMware Case, Lazard performed a discounted cash flow analysis of Pivotal to calculate the estimated present value, as of an assumed closing date of November 2, 2019, of the unlevered free cash flows that Pivotal was forecasted to generate during the fiscal years 2020 through 2024. Lazard also calculated estimated terminal values for Pivotal by applying multiples ranging from 17.5x to 20.0x to the estimated terminal last-twelve-month Non-GAAP EBIT (“LTM Non-GAAP EBIT”). The ranges of multiples were selected by Lazard using its professional judgment and expertise, utilizing historical and current EBIT multiples calculated for Pivotal. The unlevered free cash flows and terminal values were discounted to present value using discount rates ranging from 9.25% to 10.50%. The discount rates applicable to Pivotal were derived from a weighted average cost of capital calculation.

This analysis resulted in an implied enterprise value for Pivotal of $3,683 million to $4,383 million, as compared to the enterprise value of Pivotal based on the merger consideration of (i) $2,705 million (at Class A Stock’s closing share price of $143.72 on August 16, 2019), (ii) $2,784 million (at the Class A Stock’s unaffected closing share price of $153.09 on August 14, 2019), (iii) $2,909 million (at the Class A Stock’s unaffected 20-day VWAP of $167.90 as of August 14, 2019) and (iv) $3,238 million (at the Class A Stock’s 52-week intraday high of $206.80 as of August 16, 2019). We refer to such reference enterprise values as the “Reference Values.”

11-Year Discounted Cash Flow Analysis—Pivotal

Based on the In-VMware Case, Lazard performed a discounted cash flow analysis of Pivotal to calculate the estimated present value, as of an assumed closing date of November 2, 2019, of the unlevered free cash flows that Pivotal was forecasted to generate during the fiscal years 2020 through 2030. Lazard also calculated estimated terminal values for Pivotal by applying multiples ranging from 11.5x to 14.5x to the estimated terminal LTM Non-GAAP EBIT. The ranges of multiples were selected by Lazard using its professional judgment and expertise, utilizing historical and current EBIT multiples calculated for Pivotal. The unlevered free cash flows and terminal values were discounted to present value using discount rates ranging from 9.25% to 10.50%. The discount rates applicable to Pivotal were derived from a weighted average cost of capital calculation.

This analysis resulted in an implied enterprise value for Pivotal of $3,788 million to $4,970 million, as compared to the Reference Values.

Selected Comparable Companies Analysis—Pivotal

Lazard reviewed and analyzed selected public software infrastructure peers that it viewed as generally relevant in evaluating the business of Pivotal. In performing these analyses, Lazard reviewed and analyzed

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certain publicly available financial information, implied multiples and market trading data relating to the selected comparable companies and compared such information to the corresponding information for Pivotal. Lazard compared Pivotal to the following public companies (the “Pivotal Selected Companies”):

Although none of the selected companies is directly comparable to Pivotal, the companies included are publicly traded companies with operations and/or other criteria, such as lines of business, financial profile, markets, business risks and size and scale of business, which for purposes of analysis Lazard considered generally relevant.

Lazard calculated and reviewed various financial multiples and ratios for Pivotal and each of the Pivotal Selected Companies, including, among other things, (1) the multiple (which is referred to in this Information Statement as the EV/CY’19 Revenue multiple) of enterprise value (which is calculated as fully diluted equity value, plus debt, plus minority interest, less cash and cash equivalents, less equity investments in associate companies) to calendar year 2019 / fiscal year 2020 estimated revenue and (2) the multiple (which is referred to in this Information Statement as the EV/CY’20 Revenue multiple) of enterprise value to calendar year 2020 / fiscal year 2021 estimated revenue. The results of this analysis are summarized in the following table:

Based on the results of the foregoing analysis and Lazard’s professional judgment, Lazard applied selected ranges of multiples to estimated calendar year 2019 / fiscal year 2020 data for Pivotal based on the In-VMware Case. For the EV/CY’19 Revenue multiple, Lazard applied a selected range of multiples of 3.0x to 5.5x to the estimated calendar year 2019 / fiscal year 2020 revenue of Pivotal. The results of the foregoing analysis implied an enterprise value for Pivotal of $2,293 million to $4,204 million, as compared to the implied enterprise value at an unaffected price of $2,784 million. For the EV/CY’20 Revenue multiple, Lazard applied a selected range of multiples of 2.75x to 4.75x to the estimated calendar year 2020 / fiscal year 2021 revenue of Pivotal. The results of the foregoing analysis implied an enterprise value for Pivotal of $2,309 million to $3,988 million, as compared to the implied enterprise value at an unaffected price of $2,784 million.

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Selected Precedent Transactions Analyses

Lazard reviewed and analyzed certain publicly available financial information of target companies in selected precedent merger and acquisition transactions since 2013 involving companies it viewed as generally relevant in evaluating the business of Pivotal. In performing these analyses, Lazard analyzed certain financial information and transaction multiples relating to the target companies involved in the selected transactions and compared such information to the corresponding information for Pivotal.

Although none of the selected precedent transactions or the target companies party to such transactions is directly comparable to the transactions contemplated by the Merger Agreement or to Pivotal, all of the transactions were chosen because they involve transactions that, for purposes of analysis, may be considered generally relevant to the transactions contemplated by the Merger Agreement and/or involve targets that, for purposes of analysis, may be considered generally relevant to Pivotal.

For each of the selected transactions, Lazard calculated, to the extent information was publicly available, enterprise value as a multiple of last-twelve-months (“LTM”) revenue and enterprise value as a multiple of next-twelve months (“NTM”) revenue based on the selected transaction’s announcement date. The selected transactions reviewed and the results of this analysis were as follows:

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Based on Lazard’s professional judgment after taking into account, among other things, such observed multiples, Lazard applied multiples of 3.5x to 5.75x to the In-VMware Case estimate of Pivotal’s LTM revenue. This analysis resulted in an implied enterprise value reference range for Pivotal of $2,506 million to $4,117 million, as compared to the Reference Values. For the NTM Revenue multiple, Lazard applied multiples of 3.25x to 4.75x to the In-VMware Case estimate of Pivotal’s NTM Revenue. This analysis resulted in an implied enterprise value reference range for Pivotal of $2,606 million to $3,809 million, as compared to the Reference Values.

Other Analyses—Pivotal

Among other analyses, the analyses and data relating to Pivotal described below were presented to the VMware Special Committee for informational purposes only and did not provide the basis for, and were not otherwise material to, the rendering of Lazard’s opinion.

The analyses and data described in this “Other Analyses—Pivotal” section were presented by Lazard to the VMware Special Committee for informational purposes only, because they were not relied on by Lazard in determining the fairness of the merger consideration to be paid by VMware in the Merger. Lazard believes that the additional information relating to the analyst price targets and the premiums paid analyses primarily reflects illustrative assumptions or market observations and is therefore not a metric of intrinsic value appropriate for determining fairness.

Analyst Price Targets Analysis

Lazard reviewed publicly available share price targets of eight Wall Street research analysts for Pivotal Class A Common Stock from June 4, 2019 to August 8, 2019. The range of these target prices was $12.00 to $21.00, with a median of $18.00, resulting in an implied enterprise value range for Pivotal of $2,808 million to $5,767 million.

Premiums Paid Analysis

Lazard performed a premiums paid analysis based on premiums paid in U.S. merger and acquisition transactions since January 1, 2016 involving software companies where the target had exhibited a steep drop in its share price from its 52-week high, based on data from FactSet Research Systems, Inc., company filings and press releases. Lazard observed unaffected premiums ranging from 50% to 68% across the data set.

Based on the foregoing analyses and Lazard’s professional judgment (including, without limitation, the size of the range obtained), Lazard applied a range of premiums from 50% to 70% to the unaffected Pivotal common

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stock closing price on August 14, 2019 to calculate an implied enterprise value range for Pivotal of $2,955 million to $3,501 million.

VMware Valuation Analyses

In addition to performing the above valuation analyses of Pivotal enterprise value, as well as the other analyses for informational purposes only described above, Lazard performed valuation analyses of VMware’s enterprise value per share, to evaluate the form and amount of merger consideration to be paid in the Merger. The following paragraphs summarize the VMware valuation analyses.

3-Year Discounted Cash Flow Analysis—VMware

Scenario A

Based on Scenario A, Lazard performed a discounted cash flow analysis of VMware to calculate the estimated present value, as of August 31, 2019, of the unlevered free cash flows that VMware was forecasted to generate during the fiscal years 2020 through 2022. Lazard also calculated estimated terminal values for VMware by applying multiples ranging from 16.5x to 19.5x to the terminal LTM EBIT. The ranges of multiples were selected by Lazard using its professional judgment and expertise, utilizing historical and current LTM EBIT multiples calculated for VMware. The unlevered free cash flows and terminal values were discounted to present value using discount rates ranging from 8.00% to 9.50%. The discount rates applicable to VMware were derived from a weighted average cost of capital calculation.

This analysis resulted in an implied share price for VMware on a standalone basis ranging from $151.55 to $179.90, as compared to Class A Stock (i) closing share price of $143.72 on August 16, 2019, (ii) unaffected closing share price of $153.09 on August 14, 2019, (iii) 20-day VWAP of $167.90 as of August 14, 2019 and (iv) closing share price on July 26, 2019 of $178.31. We refer to such reference share prices values as the “Reference Prices.”

Scenario B

Based on Scenario B, Lazard performed a discounted cash flow analysis of VMware to calculate the estimated present value, as of August 31, 2019, of the unlevered free cash flows that VMware was forecasted to generate during the fiscal years 2020 through 2022. Lazard also calculated estimated terminal values for VMware by applying multiples ranging from 17.5x to 20.5x to the estimated terminal LTM EBIT. The ranges of multiples were selected by Lazard using its professional judgment and expertise, utilizing historical and current LTM EBIT multiples calculated for VMware. The unlevered free cash flows and terminal values were discounted to present value using discount rates ranging from 8.00% to 9.50%. The discount rates applicable to VMware were derived from a weighted average cost of capital calculation.

This analysis resulted in an implied share price for VMware on a standalone basis ranging from $149.53 to $176.10, as compared to the Reference Prices.

5-Year Discounted Cash Flow Analysis–VMware

Scenario A

Based on Scenario A and VMware management guidance for extrapolation, Lazard performed a discounted cash flow analysis of VMware to calculate the estimated present value, as of August 31, 2019, of the unlevered free cash flows that VMware was forecasted to generate during the fiscal years 2020 through 2024. Lazard also calculated estimated terminal values for VMware by applying multiples ranging from 16.5x to 19.5x to the estimated terminal LTM EBIT. The ranges of multiples were selected by Lazard using its professional judgment and expertise, utilizing historical and current LTM EBIT multiples calculated for VMware. The unlevered free

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cash flows and terminal values were discounted to present value using discount rates ranging from 8.00% to 9.50%. The discount rates applicable to VMware were derived from a weighted average cost of capital calculation.

This analysis resulted in an implied share price for VMware on a standalone basis ranging from $166.19 to $200.10, as compared to the Reference Prices.

Scenario B

Based on Scenario B and VMware management guidance for extrapolation, Lazard performed a discounted cash flow analysis of VMware to calculate the estimated present value, as of August 31, 2019, of the unlevered free cash flows that VMware was forecasted to generate during the fiscal years 2020 through 2024. Lazard also calculated estimated terminal values for VMware by applying multiples ranging from 17.5x to 20.5x to the estimated terminal LTM EBIT. The ranges of multiples were selected by Lazard using its professional judgment and expertise, utilizing historical and current LTM EBIT multiples calculated for VMware. The unlevered free cash flows and terminal values were discounted to present value using discount rates ranging from 8.00% to 9.50%. The discount rates applicable to VMware were derived from a weighted average cost of capital calculation.

This analysis resulted in an implied share price for VMware on a standalone basis ranging from $170.54 to $204.09, as compared to the Reference Prices.

Selected Comparable Companies Analysis—VMware

Lazard reviewed and analyzed selected public large cap and high-growth software infrastructure peers that it viewed as generally relevant to VMware. In performing these analyses, Lazard reviewed and analyzed certain publicly available financial information, implied multiples and market trading data relating to the selected comparable companies and compared such information to the corresponding information for VMware. Lazard compared VMware to the following public companies (the “VMware Selected Companies”):

Large Cap Software

High-Growth Infrastructure

Although none of the selected companies is directly comparable to VMware, the companies included are publicly traded companies with operations and/or other criteria, such as lines of business, financial profile, markets, business risks and size and scale of business, which for purposes of analysis Lazard considered generally relevant.

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Scenario A

Based on an analysis of the VMware Selected Companies, Lazard selected ranges of multiples to estimated fiscal year 2020 data for VMware based on Scenario A (as discussed above). For the enterprise value to revenue multiple, Lazard applied a selected range of multiples of 5.0x to 7.5x to the estimated fiscal year 2020 revenue of VMware. This analysis resulted in an implied share price for VMware on a standalone basis ranging from $116.04 to $174.67. For the enterprise value to Non-GAAP EBIT multiple, Lazard applied a selected range of multiples of 16.0x to 20.0x to the estimated fiscal year 2020 Non-GAAP EBIT of VMware. This analysis resulted in an implied share price for VMware on a standalone basis ranging from $122.62 to $153.58.

Based on an analysis of the VMware Selected Companies, Lazard selected ranges of multiples to estimated fiscal year 2021 data for VMware based on Scenario A (as discussed above). For the enterprise value to revenue multiple, Lazard applied a selected range of multiples of 4.75x to 6.75x to the estimated fiscal year 2021 revenue of VMware. This analysis resulted in an implied share price for VMware on a standalone basis ranging from $123.45 to $175.95. For the enterprise value to Non-GAAP EBIT multiple, Lazard applied a selected range of multiples of 14.0x to 18.0x to the estimated fiscal year 2021 Non-GAAP EBIT of VMware. This analysis resulted in an implied share price for VMware on a standalone basis ranging from $118.27 to $152.41.

Scenario B

The implied enterprise values per share for fiscal year 2020 based on enterprise value to revenue and on enterprise value to Non-GAAP EBIT were the same in Scenario B as in Scenario A.

Based on an analysis of the VMware Selected Companies, Lazard selected ranges of multiples to estimated fiscal year 2021 data for VMware based on Scenario B (as discussed above). For the enterprise value to revenue multiple, Lazard applied a selected range of multiples of 4.75x to 6.75x to the estimated fiscal year 2021 revenue of VMware. This analysis resulted in an implied share price for VMware on a standalone basis ranging from $121.22 to $172.78. For the enterprise value to Non-GAAP EBIT multiple, Lazard applied a selected range of multiples of 14.0x to 18.0x to the estimated fiscal year 2021 Non-GAAP EBIT of VMware. This analysis resulted in an implied share price for VMware on a standalone basis ranging from $114.27 to $147.27.

Other Analyses—VMware

Among other analyses, the analyses and data relating to VMware described below were presented to the VMware Special Committee for informational purposes only and did not provide the basis for, and were not otherwise material to, the rendering of Lazard’s opinion.

Analyst Price Targets Analysis

Lazard reviewed publicly available share price targets of 20 Wall Street research analysts for the shares of Class A Stock from May 30, 2019 to August 5, 2019. The range of these target prices was $130.00 to $224.00.

VMware Historical Trading Analysis

Lazard reviewed historical data with regard to the closing prices of Class A Stock for the 52-week period to and including August 14, 2019. During the 52-week period to and including August 14, 2019, the intraday price of Class A Stock ranged from a low of $129.33 to a high of $206.80.

Miscellaneous

The VMware Special Committee selected Lazard to act as its financial advisor in connection with the Merger based on Lazard’s qualifications, experience, reputation and familiarity with VMware and Pivotal and

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their respective businesses. Lazard is an internationally recognized investment banking firm providing a broad range of financial advisory and securities services. Lazard, as part of its investment banking business, is continually engaged in valuations of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, leveraged buyouts and valuations for other purposes.

In connection with Lazard’s services as financial advisor to the VMware Special Committee with respect to the Merger, VMware has agreed to pay Lazard an aggregate fee of $12 million, $2 million of which became payable upon the rendering of Lazard’s opinion and the remainder of which is payable upon completion of the Merger. Subject to certain limitations, VMware also has agreed to reimburse Lazard, subject to certain conditions, for its reasonable and documented out-of-pocket expenses incurred in connection with Lazard’s engagement with respect to the Merger, and to indemnify Lazard and related persons against certain liabilities arising out of its engagement. The VMware Special Committee has also retained Lazard to provide advice on potential mergers and acquisitions and other strategic topics, for which Lazard is paid a quarterly fee of $500,000.

Lazard has in the past provided certain investment banking services to special committees of the Board, for which Lazard has received compensation, including, in the past two years, having acted as financial advisor to special committees of the Board (i) on VMware’s $11 billion one-time special cash dividend (for which Lazard received aggregate fees of approximately $18 million) and (ii) in connection with potential mergers and acquisitions and other strategic topics (for which, as described above, Lazard receives a quarterly fee of $500,000). In addition, in the ordinary course, Lazard and its affiliates and employees may trade securities of VMware, Pivotal, Dell and certain of their respective affiliates for their own accounts and for the accounts of their customers and, accordingly, may at any time hold a long or short position in such securities, and may also trade and hold securities on behalf of VMware, Pivotal, Dell and certain of their respective affiliates. In the two years prior to the date of Lazard’s opinion letter, Lazard’s financial advisory business has not been engaged to provide investment banking services to any of Pivotal, Silver Lake or Dell or their known affiliates (other than as described above).

Reasons for the Merger

After careful consideration, the Board (1) (i) acting upon the recommendation of the VMware Special Committee, determined the Transactions are consistent and in furtherance of the long-term business strategy of VMware and are fair to, and in the best interests of VMware and its stockholders and (ii) determined the consummation of the Transactions on the terms set forth the Merger Agreement, the Consent and Support Agreement, the Voting Agreement and the Amended and Restated Tax Sharing Agreement (together, the “Transaction Documents”) are advisable and in the best interests of VMware and its stockholders, (2) approved and adopted the Transaction Documents and authorized the execution and delivery of the Transaction Documents and finalization of the terms of the Transaction Documents, (3) authorized and approved the Company Stock Issuance and (4) recommended the VMware stockholders vote in favor of the Company Stock Issuance and execute the Written Consent.

In making their determinations, the Board and the VMware Special Committee consulted with VMware’s management, as well as their respective legal and financial advisors, and considered a variety of factors weighing in favor of or relevant to the Transactions, including, without limitation, those described below:

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The VMware Special Committee and the Board also identified and considered a variety of risks, uncertainties and other potentially negative factors, including, without limitation, those listed below:

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The Board and the VMware Special Committee concluded that the potentially negative factors associated with the Transactions were outweighed by the potential benefits that they expect VMware and its stockholders to receive as a result of the Transactions. The above discussion includes the principal information and factors, both positive and negative, considered by the VMware Special Committee and the Board, but is not intended to be exhaustive and may not include all of the information and factors considered by the VMware Special Committee and the Board. The above factors are not in any order of priority. The VMware Special Committee and the Board did not quantify or assign relative or specific weights to the factors considered in reaching their respective determinations. Rather, each of the VMware Special Committee and the Board views its positions and recommendations as being based on the totality of the information presented to and considered by it. In addition, individual members of the VMware Special Committee and the Board may have given different weights to different factors. It should be noted that this explanation of the reasoning of the VMware Special Committee and the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors discussed in the section of this Information Statement titled “Cautionary Statement Regarding Forward-Looking Statements.”

Approval of the Transactions; Record Date; Written Consent

On the Record Date, EMC and VMW Holdco delivered to VMware a written consent approving the Company Stock Issuance. As of the Record Date, there were 108,915,562 shares of Class A Stock outstanding, each of which was entitled to one vote per share, and 300,000,000 shares of Class B Stock outstanding, each of which was entitled to ten votes per share. As of August 22, 2019, EMC and VMW Holdco, as record holders, and Dell, as beneficial holder, held approximately 80.9% of the total outstanding Common Stock and 100% of the Class B Stock. Accordingly, the approval of the Company Stock Issuance was effected in accordance with the DGCL, VMware’s Amended and Restated Certificate of Incorporation, and the NYSE Listed Company Manual. No further approval of the VMware stockholders is required to approve the Company Stock Issuance. As a result, VMware has not solicited and will not be soliciting your vote for the approval of the Company Stock Issuance and does not intend to call a meeting of stockholders for purposes of voting on the approval of the Company Stock Issuance. If the Merger Agreement is terminated in accordance with its terms, the Written Consent will be of no further force and effect.

Adoption and approval of the Merger Agreement requires the affirmative vote of the holders of: (i) at least a majority of the outstanding shares of Pivotal Class A Common Stock not owned by VMware or any of its affiliates, including Dell and EMC LLC, (ii) at least a majority of the outstanding shares of Pivotal Class A Common Stock, (iii) at least a majority of the outstanding shares of Pivotal Class B Common Stock and (iv) at least a majority of the combined voting power of the outstanding shares of Pivotal Class A Common Stock and Pivotal Class B Common Stock, voting together as a single class. The Pivotal Stockholder Approval is being solicited by the Pivotal Board pursuant to a separate proxy statement. No further vote is required from the VMware stockholders with respect to the adoption and approval of the Merger Agreement.

Federal securities laws state that the Company Stock Issuance may not be completed until twenty (20) days after the date of mailing of this Information Statement to VMware’s stockholders. Therefore, notwithstanding the execution and delivery of the Written Consent (which was obtained concurrently with the execution of the Merger Agreement), the Company Stock Issuance will not occur until that time has elapsed. We currently expect the Merger to be completed in the second half of VMware’s fiscal year ending January 31, 2020, subject to certain conditions to closing in the Merger Agreement. However, there can be no assurance that the Merger will be completed on or prior to that time, or at all.

General Effect on Rights of Existing Security Holders

The Company Stock Issuance will dilute the ownership and voting interests of VMware’s existing shareholders. It is currently expected that approximately 7.2 million shares of Class B Stock will be issued to Dell at the closing. The holders of Class B Stock are entitled to 10 votes per share. Therefore, the ownership and voting interests of VMware’s existing shareholders will be proportionally reduced.

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Interests of VMware’s Directors and Executive Officers in the Transactions

Certain of VMware’s directors and executive officers may have interests in the Transactions that may be different from, or in addition to, the interests of VMware’s stockholders generally. These interests may present actual or potential conflicts of interest and you should be aware of these interests. The members of the Board and the VMware Special Committee were aware of and considered these interests in reaching the determination to approve the Transactions and deem the Transactions contemplated by the Merger Agreement and related agreements thereto to be fair to, and in the best interests of, VMware and its stockholders.

Michael Dell, a director of VMware, is (i) the Chairman of the Board and the Chief Executive Officer of Dell, (ii) a director of Pivotal, and (iii) the beneficial owner of 175,514,272 shares of Pivotal Class B Common Stock (together with Dell and EMC and including shares held by VMware).

Egon Durban, a director of VMware, is (i) Managing Partner and Managing Director of Silver Lake, an affiliate of Dell, VMware, and Pivotal, (ii) a director of Dell, and (iii) a director of Pivotal.

Zane Rowe is the Chief Financial Officer and Executive Vice President of VMware and a director of Pivotal.

As a result of the foregoing interests, each of Michael Dell, Egon Durban and Zane Rowe have, or may be deemed to have, a financial interest in the Transactions.

Accounting Treatment of the Transactions

Dell holds the controlling financial interests in both VMware and Pivotal. As a result, the Merger will be considered a transaction between entities under common control. A common control transaction has no effect on the parent’s consolidated financial statements. Therefore, in accordance with Accounting Standard Codification 805-50, the assets and liabilities transferred between entities under common control should be recorded by the receiving entity based on their historical carrying amounts in the parent’s consolidated financial statements. VMware, as the receiving entity, will record Pivotal’s assets and liabilities based on their historical carrying amounts. Any difference between the consideration transferred by VMware and the carrying amounts of the assets and liabilities received from Pivotal will be recognized as a component of equity. This transaction will require VMware to retrospectively recast its financial statements for all periods during which VMware and Pivotal were under common control.

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THE MERGER AGREEMENT

The following summary describes the material provisions of the Merger Agreement. The descriptions of the Merger Agreement in this summary and elsewhere in this Information Statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this Information Statement as Annex B and incorporated into this Information Statement by reference. We encourage you to read the Merger Agreement carefully and in its entirety because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement, and not by this summary or any other information contained in this Information Statement.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (1) were made only for purposes of the Merger Agreement and as of specific dates; (2) were made solely for the benefit of the parties to the Merger Agreement; (3) may be subject to important qualifications, limitations and supplemental information agreed to by VMware, Pivotal and Merger Sub in connection with negotiating the terms of the Merger Agreement; and (4) may also be subject to a contractual standard of materiality different from those generally applicable to reports and documents filed with the SEC and in some cases were qualified by confidential matters disclosed to VMware and Merger Sub by Pivotal in connection with the Merger Agreement. In addition, the representations and warranties may have been included in the Merger Agreement for the purpose of allocating contractual risk between VMware, Pivotal and Merger Sub rather than to establish matters as facts and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Further, the representations and warranties were negotiated with the principal purpose of establishing the circumstances in which a party to the Merger Agreement may have the right not to consummate the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise. VMware stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of VMware, Pivotal or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. None of the representations and warranties will survive the closing of the Merger, and, therefore, they will have no legal effect under the Merger Agreement after the Effective Time. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of VMware, Pivotal and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letters to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex B, only to provide you with information regarding its terms and conditions, and not to provide you with any other factual information regarding VMware, Pivotal, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding VMware and our business.

The Merger

Subject to the terms and conditions of the Merger Agreement and in accordance with the DGCL, Merger Sub, a Delaware corporation and a wholly-owned subsidiary of VMware, will merge with and into Pivotal, and Pivotal will survive the Merger as a wholly-owned subsidiary of VMware. Upon completion of the Merger, Pivotal will cease to be a publicly traded company.

Closing and Effective Time of the Merger

The closing of the Merger will occur at 10:00 a.m., New York City time, on the third business day (the “Closing Date”) following the satisfaction or, to the extent permitted by applicable law, waiver of the conditions

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to the closing described under “—Conditions to Completion of the Merger” (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of those conditions). The Merger will become effective at such time as the parties file a certificate of merger with the Delaware Secretary of State (or at such later time as the parties may agree in writing and be specified in the certificate of merger).

Directors and Officers

Prior to the Effective Time, Pivotal will direct each member of the Pivotal Board to execute and deliver a resignation letter, which will be effective immediately prior to the Effective Time. At the Effective Time, the directors and officers of Merger Sub will be the directors and officers of the Surviving Corporation, until the earlier of their resignation or removal or until their successors are duly elected and qualified, subject to the Surviving Corporation’s certificate of incorporation and bylaws and the DGCL.

Consideration to be Received in the Merger

Pivotal Class A Common Stock. At the Effective Time, each share of Pivotal Class A Common Stock (other than Excluded Pivotal Class A Shares and Dissenting Shares) will be converted into the right to receive $15.00 in cash, without interest and less required withholding tax (the “Class A Merger Consideration”). As of the Effective Time, all shares of Pivotal Class A Common Stock will no longer be outstanding and will be automatically be cancelled and cease to exist, and will only represent the right to receive this consideration. All Excluded Pivotal Class A Shares will be automatically cancelled and will cease to exist, and no consideration will be delivered in exchange therefor. Additionally, any share of common stock of Merger Sub issued and outstanding prior to the Effective Time will be converted into and become one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Pivotal Class B Common Stock. At the Effective Time, each outstanding share of Pivotal Class B Common Stock (other than shares held in treasury or shares owned by VMware or Merger Sub that are not held by Dell or EMC LLC or on behalf of other unaffiliated third parties (collectively, the “Excluded Pivotal Class B Shares”)) will be converted into the right to receive 0.0550 of a share of Class B Stock (the “Class B Merger Consideration”). As of the Effective Time, all shares of Pivotal Class B Common Stock will no longer be outstanding and will be automatically be cancelled and cease to exist and will only represent the right to receive this consideration and cash in lieu of fractional shares of Class B Stock. All Excluded Pivotal Class B Shares will be automatically cancelled and will cease to exist, and no consideration will be delivered in exchange therefor.

Dissenting Shares. A holder of Pivotal Class A Common Stock may exercise appraisal rights available under Section 262 of the DGCL. The shares of stock held by holders who have properly exercised appraisal rights will not be converted into the right to receive the consideration discussed above, but will instead be entitled to such rights as are granted by Section 262 of the DGCL.

Payment for Pivotal Class A Common Stock

VMware will appoint a paying agent reasonably acceptable to Pivotal for the benefit of the holders of Pivotal Class A Common Stock and will deposit cash with the paying agent in an amount sufficient to pay the aggregate Class A Merger Consideration payable to such holders.

The paying agent will invest any cash deposited in the amount of cash sufficient to pay the aggregate Class A Merger Consideration in accordance with the Merger Agreement as directed by VMware on a daily basis, but no such investment or losses thereon will affect the Class A Merger Consideration payable to holders of shares of Pivotal Class A Common Stock. Any interest or other income resulting from such investments will be paid to VMware.

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Any portion of the Class A Merger Consideration made available to the paying agent to pay for shares of Pivotal Class A Common Stock for which appraisal rights have been perfected will be returned to VMware. VMware is not required to deposit with the paying agent any portion of the Class A Merger Consideration with respect to shares subject to a notice or demand or appraisal that has not been withdrawn prior to the Closing Date.

Class B Conversion

Promptly after the Effective Time, VMware will issue to Dell book-entry shares representing the shares of Class B Stock it is entitled to receive under the Merger Agreement. No certificates or scrip representing fractional shares of Class B Stock will be issued with respect to the shares of Pivotal Class B Common Stock. VMware will pay to Dell, if Dell is entitled to receive a fractional share of Class B Stock, an amount of cash, without interest, determined by multiplying (i) the fraction of the share of Class B Stock which Dell would otherwise be entitled to receive (taking into account all shares of Pivotal Class B Common Stock held at the Effective Time by Dell and rounded to the nearest thousandth when expressed in decimal form) by (ii) the volume weighted average closing price of shares of Class A Stock on the NYSE for the ten days ending on (and inclusive of) August 14, 2019.

Treatment of Options

In connection with the completion of the Merger and subject to the terms of the Merger Agreement, each option to purchase shares of Pivotal Class A Common Stock (each, a “Pivotal Option”) will be treated as follows:

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Treatment of RSUs

In connection with the completion of the Merger and subject to the terms of the Merger Agreement, each restricted stock unit award covering shares of Pivotal Class A Common Stock (each, a “Pivotal RSU”) will be treated as follows:

Treatment of the ESPP

With respect to Pivotal’s 2018 Employee Stock Purchase Plan (the “Pivotal ESPP”), Pivotal will take all actions reasonably necessary to provide that:

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No later than three business days prior to the Closing Date, the outstanding offering that is in progress on such date will terminate and be the final offering under the Pivotal ESPP and the accumulated payroll deductions of each participant under the Pivotal ESPP will be returned to the participant, and, contingent upon the closing of the Merger, Pivotal will cause the Pivotal ESPP to terminate immediately after the termination of such final offering.

Except as set forth above, all Pivotal Options, Pivotal RSUs, rights under the Pivotal ESPP and any equity compensation plans of Pivotal will terminate as of the Effective Time, and, following the Effective Time, no holder of any Pivotal Option or Pivotal RSU or any participant in the Pivotal ESPP or any other equity compensation plan of Pivotal will have any right to acquire any equity securities of Pivotal, its subsidiaries, or the Surviving Corporation as a result of such holder’s Pivotal Options, Pivotal RSUs or other rights under any of Pivotal’s equity compensation plans.

Representations and Warranties

In the Merger Agreement, Pivotal, VMware and Merger Sub made a number of representations and warranties to each other. The parties’ each made representations and warranties relating to, among other things:

In addition to the foregoing, the Merger Agreement contains representations and warranties made by Pivotal to VMware, including regarding:

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In addition, the Merger Agreement contains representations and warranties made by VMware to Pivotal regarding Merger Sub and the availability of sufficient funds to consummate the transactions contemplated by the Merger Agreement.

A “Material Adverse Effect” is defined with respect to Pivotal as any event, change, circumstance, occurrence, effect or state of facts that, individually or in the aggregate, (A) has or would reasonably be expected to have a Material Adverse Effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations of Pivotal and its subsidiaries, taken as a whole, or (B) would prevent the Merger or any of the other transactions contemplated by the Merger Agreement or would reasonably be expected to do so or otherwise would prevent or reasonably be expected to prevent Pivotal from performing its obligations under the Merger Agreement.

The definition of “Material Adverse Effect” in clause (A) immediately above excludes any event, change, circumstance, occurrence, effect or state of facts to the extent resulting from:

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The exclusions described in the first three bullets and the sixth bullet in the immediately preceding list require that the impact of such event, change, circumstance, occurrence, effect or state of facts is not disproportionately adverse to Pivotal and its subsidiaries, taken as a whole, as compared to other participants in the industries in which Pivotal and its subsidiaries operate.

A “Material Adverse Effect” is defined with respect to VMware as any change, event, circumstance, occurrence, effect or state of facts that, individually or in the aggregate, would prevent the Merger or any of the other transactions contemplated by the Merger Agreement or would reasonably be expected to do so or otherwise would prevent or reasonably be expected to prevent VMware or Merger Sub from performing its obligations under the Merger Agreement.

Conduct of Business Pending the Merger

Except as consented to in writing in advance by VMware or as otherwise expressly required or prohibited, from the date of the Merger Agreement until the time the Merger becomes effective, Pivotal has agreed to, and will cause each of its subsidiaries to, conduct its business in the ordinary course, including its development and sales efforts as currently contemplated, and use its commercially reasonable efforts to (i) preserve intact its business organizations, assets, rights and properties, (ii) keep available the services of its current officers, employees and consultants and (iii) preserve its goodwill and its relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with it.

In addition, during such period, except as set forth in the confidential disclosure letter that Pivotal provided to VMware and Merger Sub in connection with the Merger Agreement, as specifically required by the Merger

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Agreement or as specifically required by applicable law, neither Pivotal nor any of its subsidiaries will, without VMware’s prior written consent:

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No Solicitation; Recommendations of the Merger

In the Merger Agreement, Pivotal has agreed that it will not, and will not permit or authorize its subsidiaries or any of its representatives to, directly or indirectly:

Pivotal agreed further that it would, and it would cause each of its subsidiaries and its representatives to, (A) immediately cease and terminate all existing discussions and negotiations with any person previously conducted with respect to any Acquisition Proposal or potential Acquisition Proposal and immediately terminate all physical and electronic data room access previously granted to any such person, (B) request the prompt return or destruction of all confidential information previously furnished with respect to any Acquisition Proposal or potential Acquisition Proposal, and (C) not terminate, waive, amend, release or modify any provision of any confidentiality or standstill agreement to which it or any of its affiliates or representatives is a party with respect to any Acquisition Proposal or potential Acquisition Proposal (except that Pivotal may grant waivers of, and not enforce, any standstill agreement, but solely to the extent that the Pivotal Special Committee has determined in good faith, after consultation with its outside counsel, that failure to take such action would be reasonably likely to result in a breach of its fiduciary duties to Pivotal’s stockholders under applicable law).

However, if at any time following the date of the Merger Agreement and prior to obtaining the requisite approval of at least a majority of the outstanding shares of Pivotal Class A Common Stock (the “Pivotal Class A Stockholder Approval”), Pivotal receives a written Acquisition Proposal that (i) the Pivotal Special Committee believes in good faith to be bona fide, (ii) did not result from a breach (other than an inadvertent breach) of the relevant provisions of the Merger Agreement, (iii) the Pivotal Special Committee determines in good faith (after consultation with outside counsel and its financial advisor) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and (iv) the Pivotal Special Committee determines in good faith (after consultation with outside counsel) that the failure to take the actions described in the first two bullet points listed below would be reasonably likely to result in a breach of its fiduciary duties to Pivotal’s stockholders under applicable law, then Pivotal may:

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In the Merger Agreement, Pivotal has also agreed that none of the Pivotal Special Committee, the Pivotal Board or any other committee of the Pivotal Board will:

However, at any time prior to obtaining the Pivotal Class A Stockholder Approval, the Pivotal Special Committee may, to the extent the Pivotal Special Committee determines in good faith (after consultation with outside legal counsel) that the failure to do so would be reasonably likely to result in a breach of its fiduciary duties to the stockholders of Pivotal under applicable law (taking into account all adjustments to the terms of the Merger Agreement that may be offered by VMware pursuant to the Merger Agreement):

The Merger Agreement provides that prior to Pivotal making an Adverse Recommendation Change or terminating the Merger Agreement to enter into a definitive agreement with respect to a Superior Proposal, (i) Pivotal must notify VMware in writing at least three business days before taking any such intended action, which notice must specify the reasons for such action, including, if in connection with any Superior Proposal, the terms and conditions of, and the identity of the person making, such Superior Proposal and contemporaneously furnish a copy (if any) of the proposed Alternative Acquisition Agreement and any other relevant transaction documents (with any amendment to the financial terms or any other material term of the Superior Proposal requiring a new written notice by Pivotal and a new three business day period) and (ii) if VMware makes a proposal during such three business day period to adjust the terms and conditions of the Merger Agreement, the Pivotal Special Committee, after taking into consideration the adjusted terms and conditions of the Merger Agreement as proposed by VMware, must continue to determine in good faith (after consultation with outside counsel and its financial advisor) that such Superior Proposal continues to be a Superior Proposal and, in any event, that the failure to make an Adverse Recommendation Change or terminate the Merger Agreement, as applicable, would be reasonably likely to result in a breach of its fiduciary duties to Pivotal’s stockholders under applicable law.

The Merger Agreement further provides that during the three business day period prior to Pivotal effecting an Adverse Recommendation Change or terminating the Merger Agreement as referred to above, it shall, and

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shall cause its financial and legal advisors to, negotiate with VMware in good faith (to the extent VMware seeks to negotiate) regarding any revisions to the terms of the transactions contemplated by the Merger Agreement proposed by VMware. Notwithstanding anything to the contrary contained herein, neither Pivotal nor any of its subsidiaries shall enter into any Alternative Acquisition Agreement unless the Merger Agreement has been terminated in accordance with its terms (including the payment of the termination fee specified in the Merger Agreement, if applicable).

The Merger Agreement also provides that, in addition to the obligations set forth above, Pivotal must promptly (and in any event within 24 hours of receipt) advise VMware in writing in the event Pivotal or any of its subsidiaries or representatives receives an Acquisition Proposal, or any proposal or offer that is or is reasonably likely to lead to an Acquisition Proposal, together with a description of the material terms and conditions of and facts surrounding any such proposal or Acquisition Proposal, the identity of the person making any such proposal or Acquisition Proposal and a copy of such written proposal, offer or draft agreement provided by such person. Pivotal shall keep VMware informed (orally and in writing) in all material respects on a timely basis of the status and details of any such Acquisition Proposal, request, inquiry, proposal or offer, including furnishing copies of any written inquiries, correspondence and draft documentation, and written summaries of any material oral inquiries or discussions. Without limiting any of the foregoing, Pivotal shall promptly (and in any event within 24 hours) notify VMware orally and in writing if it determines to begin providing information or to engage in discussions or negotiations concerning an Acquisition Proposal.

Pivotal also agreed that neither it nor its subsidiaries would subsequently enter into a confidentiality agreement with any person that would restrict Pivotal’s ability to comply with any of the provisions of the Merger Agreement described above and represented that neither it nor its subsidiaries was party to such an agreement.

The term “Acquisition Proposal” means any proposal or offer with respect to any direct or indirect acquisition or purchase or exclusive license, in one transaction or a series of transactions, and whether through any merger, reorganization, consolidation, tender offer, self-tender, exchange offer, stock acquisition, asset acquisition, binding share exchange, business combination, recapitalization, liquidation, dissolution, joint venture, licensing or similar transaction, or otherwise, of (i) assets or businesses of Pivotal and its subsidiaries that generate 15% or more of the net revenues or net income (for the 12 month period ending on the last day of Pivotal’s most recently completed fiscal quarter) or that represent 15% or more of the total assets (based on fair market value) of Pivotal and its subsidiaries, taken as a whole, immediately prior to such transaction, or (ii) 15% or more of any class of capital stock, other equity securities or voting power of Pivotal, in each case other than the Merger and the other transactions contemplated by the Merger Agreement.

The term “Intervening Event” means any material event, change, effect, development, state of facts, condition or occurrence (including any acceleration or deceleration of existing changes or developments) that was not known to the Pivotal Special Committee on the date of the Merger Agreement (or, if known, the consequences of which were not reasonably foreseeable to the Pivotal Special Committee as of the date of the Merger Agreement), which material event, change, effect, development, state of facts, condition or occurrence (or the consequences thereof) becomes known to the Pivotal Special Committee before obtaining the approval of Pivotal’s stockholders (but the receipt, existence or terms of an Acquisition Proposal cannot constitute an Intervening Event).

The term “Superior Proposal” means any unsolicited bona fide binding written Acquisition Proposal, except that for purposes of this definition of Superior Proposal, references in the term Acquisition Proposal to “15%” shall be deemed to be references to “50%,” that the Pivotal Special Committee determines in good faith (after consultation with outside counsel and its financial advisor), taking into account all legal, financial, regulatory and other aspects of the proposal (including any conditions, the person making the proposal and the likelihood and anticipated timing of consummation on the terms proposed), is (i) more favorable to the holders of Pivotal Class A Common Stock from a financial point of view than the Merger and the other transactions

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contemplated by this Merger Agreement (including any adjustment to the terms and conditions proposed by VMware in response to such proposal) and (ii) reasonably likely to be completed on the terms proposed on a timely basis.

Commercially Reasonable Efforts; Other Agreements

Commercially Reasonable Efforts

Pivotal and VMware agreed to use commercially reasonable efforts to take all actions that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and other transactions contemplated thereby. This includes efforts to obtain all required consents, approvals or waivers from third parties, to obtain necessary actions, nonactions, waivers, consents, approvals, orders and authorizations from governmental entities, to make all necessary registrations, declarations and filings to, or to avoid any legal proceeding by, governmental entities, to execute any instrument necessary to consummate the transactions contemplated by the Merger Agreement. However, Pivotal and its subsidiaries must get VMware’s prior written consent to pay any fee or penalty, or to make any other concession, waiver or amendment under any contract in connection with obtaining any consent. Neither VMware, Pivotal, nor any of their respective affiliates will be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets, rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger.

Preparation of Proxy Statement, Schedule 13E-3 and Other Filings

Under the Merger Agreement, Pivotal agreed to prepare and file a proxy statement with the SEC, to jointly prepare and file with VMware a Schedule 13E-3, and to set a preliminary record date for the Pivotal stockholders meeting and commence a broker search as promptly as reasonably practicable after the date of the Merger Agreement. Pivotal agreed to allow VMware, Merger Sub and their counsel and the VMware Special Committee and its counsel the opportunity to review and comment on the proxy statement, Schedule 13E-3 and its responses to any related comments from the SEC, and agreed to use commercially reasonable efforts to have the Pivotal Proxy Statement and Schedule 13E-3 cleared by the SEC as promptly as reasonably practicable after their filing.

Pivotal also agreed that it would hold a special meeting of stockholders for the purposes of obtaining the stockholder approvals required for the Merger as promptly as reasonably practicable after the Pivotal Proxy Statement and Schedule 13E-3 are cleared by the SEC for mailing to Pivotal’s stockholders. Except in the case of an Adverse Recommendation Change, Pivotal, through the Pivotal Board, upon the recommendation of the Pivotal Special Committee, agreed to recommend to its stockholders that they adopt the Merger Agreement and the transactions contemplated thereby and to include such recommendation in the Pivotal Proxy Statement and Schedule 13E-3.

Subject to applicable laws, VMware and Pivotal have the right to review in advance all of the information relating to the parties that appear in any filing made with or submitted to any third party or governmental entity in connection with the Merger and related transactions, will keep each other reasonably apprised of the status of matters relating to the completion of the transaction, and to the extent practicable, will provide the other party and its counsel with the opportunity to participate in any meeting with any governmental entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated by the Merger Agreement.

Black Duck Scan

Under the Merger Agreement, Pivotal agreed to use commercially reasonable efforts to execute a customary and reasonable non-disclosure agreement with Black Duck Software, Inc. (“Black Duck”) to permit Black Duck to conduct an audit of the source code for certain of Pivotal’s products, to deliver such source code to Black Duck and to deliver to VMware the results of such audit as soon as practicable following completion of the audit.

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Enforcement of Support Agreement

VMware agreed to enforce its rights under the Support Agreement to cause the shares of Pivotal Class A Common Stock and Pivotal Class B Common Stock beneficially owned by Dell to be present for purposes of establishing a quorum and to be voted in favor of the approval of the Merger Agreement, the Merger and each of the transactions contemplated thereby, in each case, in accordance with Section 3 of the Support Agreement.

Other Agreements

The Merger Agreement contains certain other agreements, including agreements relating to access to information and confidentiality, Pivotal’s and the Pivotal Board’s obligations with respect to the application of takeover laws to the Merger Agreement and transactions contemplated thereby, notification obligations upon the occurrence of certain events, including public announcements, the initiation of and ongoing material developments during any transaction-related or other litigation, good faith consultation with VMware regarding the defense, settlement or compromise of any such litigation, the process of delisting the Pivotal Class A Common Stock from the NYSE and deregistering the Pivotal Class A Common Stock under the Exchange Act, matters related to Section 16 of the Exchange Act and the rules and regulations thereunder and certain tax matters.

Indemnification, Exculpation and Insurance

Under the Merger Agreement, VMware and Merger Sub agreed that all preexisting rights to indemnification in favor of Pivotal’s current or former directors or officers will be assumed and performed by the Surviving Corporation and will continue in full force and effect until the later of six years following the Effective Time or the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable law. For six years after the Effective Time, VMware will cause to be maintained in effect provisions of the Surviving Corporation’s certificate of incorporation and bylaws regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence prior to the date of the Merger Agreement.

At or prior to the Effective Time, Pivotal will, or if Pivotal is unable to, VMware will, cause the Surviving Corporation to obtain and pay the premium for a six year prepaid non-cancelable “tail policy” providing directors’ and officers’ liability insurance on terms that are no less favorable than the coverage provided under Pivotal’s existing policies, with respect to matters arising at or prior to the Effective Time and with a claims reporting or discovery period of at least six years from the Effective Time. If Pivotal or the Surviving Corporation fails to obtain such tail policy by the Effective Time, the Surviving Corporation will continue to maintain in effect or to obtain, for a period of six years, directors’ and officers’ liability insurance policies with terms no less favorable than those of Pivotal’s existing policies. However, neither the Surviving Corporation nor Pivotal will be required to commit or expend for such policies more than 300% of the last aggregate annual premium paid by Pivotal prior to the date of the Merger Agreement for its existing policies, and will instead purchase only as much coverage as reasonably practicable for such amount.

Conditions to Completion of the Merger

The obligations of Pivotal, VMware and Merger Sub to consummate the Merger are subject to the satisfaction or waiver of certain customary conditions on or prior to the Effective Time, including the following:

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VMware’s and Merger Sub’s obligations to consummate the Merger are subject to the satisfaction or waiver of additional conditions, which include the following:

Pivotal’s obligations to complete the Merger are subject to the satisfaction or waiver of additional conditions, which include the following:

Financing

The Merger Agreement does not contain any financing-related closing condition and VMware has represented that it has access to sufficient resources and will at the Effective Time have access to sufficient immediately available funds to consummate the Merger and other transactions contemplated by the Merger

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Agreement on the terms and subject to the conditions contemplated therein, including to pay the Class A Merger Consideration for all of the shares of Pivotal Class A Common Stock, to make all payments in respect of options and restricted stock units as contemplated in the Merger Agreement, and to pay all related fees and expenses of VMware, Merger Sub and their respective representatives.

Regulatory Approvals

No material federal or state regulatory approvals, filings or notices are required in connection with the Merger other than the filing of a certificate of merger with the Secretary of State of the State of Delaware by Pivotal and Merger Sub at the Effective Time of the Merger.

Termination of the Merger Agreement

The Merger Agreement may be terminated, and the Merger may be abandoned at any time prior to its completion:

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Termination Fees and Expenses

Pivotal has agreed to pay VMware a termination fee of $95.0 million in the event that:

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Except as described above, all fees and expenses incurred in connection with the Merger Agreement, the Merger and the other transactions contemplated under the Merger Agreement will be paid by the party incurring such fees or expenses, whether or not the Merger is consummated, except that the expenses incurred in connection with the filing, printing and mailing of the Pivotal Proxy Statement and Schedule 13E-3, and all filing and other fees paid to the SEC, in each case in connection with the Merger (other than attorneys’ fees, accountants’ fees and related expenses), will be shared equally by VMware and Pivotal.

Effect of Termination

If the Merger Agreement is terminated, it will immediately become void and have no effect, without any liability or obligation on the part of the parties, except that:

Specific Performance

The Merger Agreement provides that the parties are entitled to seek an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the terms and

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provisions of the Merger Agreement in the Court of Chancery of the State of Delaware, in addition to any other remedy to which they are entitled at law or in equity. If jurisdiction is not available in the Court of Chancery of the State of Delaware, then they may seek to enforce specifically the terms and provisions of the Merger Agreement in any federal court located in the State of Delaware or any other Delaware state court.

Employee Matters

For the period beginning on the Closing Date and ending on the one-year anniversary thereof (or if shorter, the period of an applicable continuing employee’s employment), VMware has agreed to provide, or cause the Surviving Corporation to provide, each continuing employee with (x) aggregate target cash compensation opportunities no less favorable in the aggregate than that provided to such continuing employee immediately prior to the Closing Date and (y) benefits (excluding equity and other long-term incentive awards, change in control and retention bonuses, defined benefit pension plans and post-employment welfare benefits) that are, on an aggregate basis, no less favorable than either (1) the benefits (excluding equity and other long-term incentive awards, change in control and retention bonuses, defined benefit pension plans and post-employment welfare benefits) provided by Pivotal and its subsidiaries to such continuing employee immediately prior to the Closing Date or (2) those provided by VMware to its similarly-situated employees.

Unless requested otherwise by VMware at least 10 business days prior to the closing of the Merger, the Pivotal Board has agreed to adopt a resolution terminating, effective as of the day prior to the closing, each Pivotal benefit plan that is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986 (the “Code”) and includes a cash or deferred arrangement intended to qualify under Code Section 401(k). From and after the Effective Time, VMware will, in its sole discretion either (1) continue (or cause the Surviving Corporation to continue) each Pivotal benefit plan on substantially the same terms as in effect immediately prior to the Effective Time or (2) discontinue one or more Pivotal benefit plans and permit the continuing employees to participate in the benefit programs of VMware to the same extent as similarly situated VMware employees.

With respect to any benefit plan maintained by VMware or its subsidiaries that is not a Pivotal benefit plan and in which continuing employees are eligible to participate, VMware has agreed to: (i) provide continuing employees with credit for service with Pivotal or its subsidiaries with respect to paid time-off and severance, as applicable; (ii) cause any pre-existing conditions and eligibility waiting periods under any such plan to be waived with respect to the continuing employees and their eligible dependents and (iii) with respect to any continuing employee who moves to any U.S. group health plans of VMware or its subsidiaries on a date other than the first day of the plan year, give such continuing employees credit toward deductibles and annual out of pocket limits for expenses incurred and paid during the plan year in which the transition occurs. With respect to unused PTO days accrued prior to the closing, (x) any such days accrued by all exempt U.S. continuing employees will be cashed-out in connection with the closing and such continuing employees will be subject to VMware’s non-accrued vacation policy applicable to all exempt U.S. employees, and (y) any unused PTO or vacation days accrued by all other continuing employees under Pivotal’s plans and policies will carry over to VMware or the Surviving Corporation to the extent administratively practicable and legally permitted (or will be cashed out if not administratively practicable or legally required to carry over).

Prior to the closing, VMware and Pivotal have agreed to reasonably consult in good faith to mutually determine and implement an appropriate retention program for certain employees of Pivotal.

Amendment; Extension and Waiver

The Merger Agreement may be amended in writing by the parties by action taken by their respective boards of directors (or their special committees) at any time prior to the Effective Time, whether before or after the receipt of the Pivotal Stockholder Approval, except that if the Pivotal Stockholder Approval has been obtained, no amendment may be made that would require further approval by the stockholders under applicable laws without such approval. Prior to the Effective Time, the parties may, by action taken by their respective boards of

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directors and set forth in writing, subject to applicable law, extend the time for the performance of any of the obligations or acts of the other parties, waive any inaccuracies in the representations and warranties of the other parties or waive compliance with any of the agreements or conditions of the other parties contained in the Merger Agreement, except that if the Pivotal Stockholder Approval has been obtained, no waiver may be made that would require further approval by the stockholders under applicable laws without such approval.

Governing Law

The Merger Agreement is governed by and will be construed in accordance with the laws of the State of Delaware.

Material U.S. Federal Income Tax Consequences of the Merger

The following are the material U.S. federal income tax consequences of the Merger to U.S. holders (as defined below) of Pivotal Class A Common Stock. The exchange of Pivotal Class B Common Stock for Class B Stock is intended to be a tax-deferred transaction as described in Section 351(a) of the Code. This discussion applies only to U.S. holders that hold Pivotal Class A Common Stock as a capital asset within the meaning of Section 1221 of the Code. This discussion does not address the consequences of the Merger to holders who receive cash pursuant to the exercise of appraisal rights. In addition, this disclosure does not address the application of the Medicare contribution tax on net investment income or the application of the U.S. alternative minimum tax. This discussion does not describe all of the tax consequences that may be relevant to a holder in light of the holder’s particular circumstances or to holders subject to special rules, such as:

If an entity that is classified as a partnership for U.S. federal income tax purposes holds Pivotal Class A Common Stock, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding Pivotal Class A Common Stock and partners in such partnerships should consult their tax advisers as to the particular U.S. federal income tax consequences of the Merger to them. This discussion is based on the Code, administrative pronouncements, judicial decisions and final and temporary Treasury regulations, all as of the date hereof, any of which is subject to change, possibly with retroactive effect. Tax considerations under state, local and foreign laws are not addressed.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Pivotal Class A Common Stock that is:

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The exchange of Pivotal Class A Common Stock for cash in the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder whose Pivotal Class A Common Stock is converted into the right to receive cash in the Merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such Pivotal Class A Common Stock and the U.S. holder’s tax basis in such Pivotal Class A Common Stock. Gain or loss will be determined separately for each block of Pivotal Class A Common Stock (i.e., each group of shares of Pivotal Class A Common Stock acquired at the same cost in a single transaction). Such gain or loss generally will be treated as long-term capital gain or loss if the U.S. holder’s holding period for the relevant block of Pivotal Class A Common Stock exceeds one year at the time of the completion of the Merger. Long-term capital gains of non-corporate U.S. holders generally are subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations.

Payments made in exchange for shares of Pivotal Class A Common Stock generally will be subject to information reporting unless the holder is an “exempt recipient” and may also be subject to backup withholding at a rate of 24%. To avoid backup withholding, U.S. holders that do not otherwise establish an exemption should complete and return Internal Revenue Service Form W-9, certifying that such U.S. holder is a U.S. person, the taxpayer identification number provided is correct and such U.S. holder is not subject to backup withholding.

Amounts withheld under the backup withholding rules are not additional taxes and may be refunded or credited against a holder’s U.S. federal income tax liability, provided the relevant information is timely furnished to the Internal Revenue Service.

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SELECTED CONSOLIDATED FINANCIAL DATA OF VMWARE

The following table contains selected consolidated financial data of VMware. VMware’s fiscal year is the 52- or 53-week period ending on the Friday nearest to January 31 of each year as of the fiscal year beginning February 4, 2017. Prior to January 1, 2017, VMware’s fiscal year was on a calendar year basis, with consolidated financial data for the transition period between January 1, 2017 to February 3, 2017 shown below. VMware’s fiscal year 2019 ended on February 1, 2019, VMware’s fiscal year 2018 ended on February 2, 2018, VMware’s fiscal year 2016 ended on December 31, 2016, VMware’s fiscal year 2015 ended on December 31, 2015 and VMware’s fiscal year 2014 ended on December 31, 2014. VMware’s second quarter of fiscal year 2020 ended on August 2, 2019 and VMware’s second quarter of fiscal year 2019 ended on August 3, 2018.

The selected consolidated statements of operations data for VMware for its fiscal years 2019, 2018, 2016, the transition period from January 1 to February 3, 2017 and the selected consolidated balance sheet data as of February 1, 2019 and February 2, 2018 are derived from the annual audited consolidated financial statements included in VMware’s most recently filed Annual Report on Form 10-K for the fiscal year ended February 1, 2019, which is incorporated by reference herein. The selected consolidated statement of operations data for fiscal years 2015, 2014 and the selected consolidated balance sheet data as of February 3, 2017, December 31, 2016, December 31, 2015 and December 31, 2014 are derived from the Selected Financial Data in Part II, Item 6 of VMware’s most recently filed Annual Report on Form 10-K for the fiscal year ended February 1, 2019. The selected consolidated statements of operations data for the first six-months of fiscal 2020 and 2019 and the selected consolidated balance sheet data as of August 2, 2019 are derived from the unaudited consolidated financial statements in VMware’s most recently filed Quarterly Report on Form 10-Q for the quarterly period ended August 2, 2019, which is incorporated by reference herein, as well as other accounting records. VMware’s unaudited consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and include, in VMware’s opinion, all adjustments, consisting of normal recurring adjustments that VMware considers necessary for a fair statement of the financial information set forth in those financial statements.

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VMware’s historical results are not necessarily indicative of the results that may be expected in the future. The following summary consolidated financial and other data should be read in conjunction with the other information contained in VMware’s Annual Report on Form 10-K for the fiscal year ended February 1, 2019 and its Quarterly Reports on Form 10-Q for the quarters ended May 3, 2019 and August 2, 2019, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included therein.