Item 8.01 Other Events.
As previously announced, on July 24, 2018, notification and report forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR
Act) were filed with the United States Federal Trade Commission and the United States Department of Justice with respect to the proposed merger between Broadcom Inc. and CA, Inc. At 11:59 p.m., New York City time, on August 23, 2018, the
waiting period with respect to the notification and report forms filed under the HSR Act expired.
The expiration of the waiting period under the HSR Act
satisfies a condition to the closing of the proposed merger. The parties continue to expect the transaction to close in the fourth calendar quarter of 2018, subject to other customary closing conditions, including the approval of CA, Inc.s
stockholders and the receipt of other required regulatory approvals.
Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction involving CA, Inc. (CA) and Broadcom Inc. (Broadcom). In
connection with the proposed transaction, CA intends to file relevant materials with the Securities and Exchange Commission (the SEC), including a definitive proxy statement on Schedule 14A that was filed with the SEC on August 10,
2018. CA subsequently mailed the definitive proxy statement and a proxy card to each stockholder of CA entitled to vote at the special meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement or
any other document that CA has filed with the SEC or has sent to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF CA ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT CA HAS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT CA AND THE PROPOSED TRANSACTION. The definitive proxy statement and
other relevant materials in connection with the proposed transaction, and any other documents filed by CA with the SEC, may be obtained free of charge at the SECs website (http://www.sec.gov) or at CAs website (http://www.ca.com) or by
contacting CAs Investor Relations at traci.tsuchiguchi@ca.com.
Participants in the Solicitation
CA and its directors and executive officers may be deemed to be participants in the solicitation of proxies from CAs stockholders with respect to the
proposed transaction. Information about CAs directors and executive officers and their ownership of CAs common stock is set forth in CAs proxy statement on Schedule 14A filed with the SEC on June 29, 2018, and CAs Annual
Report on Form
10-K
for the fiscal year ended March 31, 2018, which was filed with the SEC on May 9, 2018. Additional information regarding the potential participants, and their direct or indirect
interests in the proposed transaction, by security holdings or otherwise, is set forth in the proxy statement filed with the SEC on August 10, 2018 and other materials filed with SEC in connection with the proposed transaction.
Notice Regarding Forward-Looking Statements
This
communication, and any documents to which CA refers you in this communication, contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements represent CAs current expectations or beliefs concerning future events, including but not limited to the expected completion and timing of the proposed transaction, expected benefits and costs of the
proposed transaction, management plans relating to the proposed transaction, strategies and objectives of CA for future operations and other information relating to the proposed transaction. Without limiting the foregoing, the words
believes, anticipates, plans, expects, intends, forecasts, should, estimates, contemplate, future, goal,
potential, predict, project, projection, target, seek, may, will, could, should, would, assuming, and
similar expressions are intended to identify forward-looking statements. You should read any such forward-looking statements carefully, as they involve a number of risks, uncertainties and assumptions that may cause actual results to differ
significantly from those projected or contemplated in any such forward-looking statement. Those risks, uncertainties and assumptions include, (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which
may adversely affect CAs business and the price of the common stock of CA, (ii) the failure to satisfy any of the conditions to the consummation of the proposed transaction, including the adoption of the merger agreement by the
stockholders of CA and the receipt of certain regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (iv) the effect of the announcement or
pendency of the proposed transaction on CAs business relationships, operating results and business generally, (v) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee
retention as a result of the proposed transaction, (vi) risks related to diverting managements attention from CAs ongoing business operations, (vii) the outcome of any legal proceedings that may be instituted against us related
to the merger agreement or the proposed transaction, (viii) unexpected costs, charges or expenses resulting from the proposed transaction, and (ix) other risks described in CAs filings with the SEC, such as its Quarterly Reports on
Form
10-Q
and Annual Reports on Form
10-K.
Forward-looking statements speak only as of the date of this communication or the date of any document incorporated by
reference in this document. Except as required by applicable law or regulation, CA does not assume any obligation to update any such forward-looking statements whether as the result of new developments or otherwise.