Broadcom Inc. (NasdaqGS:AVGO) entered into a definitive agreement to acquire CA, Inc. (NasdaqGS:CA) from Careal Holding Ag and others for $18.8 billion on July 11, 2018. Under the terms of the agreement, CA's shareholders will receive $44.5 per share in cash. Under the merger agreement, Broadcom will assume CA stock options and will be converted into right to receive $44.5 in cash, less the applicable aggregate option exercise price. Each deferred stock unit award holder of CA will be entitled to receive $44.5 per share in cash.

For each vested CA option, Broadcom will pay an amount in cash equal to the number of shares of CA common stock subject to such CA option multiplied by the excess of the merger consideration over the per share exercise price, while each unvested CA option will be assumed and converted automatically into an option to purchase shares of Broadcom common stock. Each CA restricted stock unit award and each CA performance share or performance share unit award will be assumed and converted automatically into a restricted stock unit award with respect to shares of Broadcom common stock. Each award of restricted shares of CA common stock will be converted automatically into an award with respect to a number of restricted shares of Broadcom.

Broadcom intends to fund the transaction with cash on hand and $18 billion in new, fully-committed debt financing. As of July 11, 2018, Broadcom entered into a commitment letter with Bank of America, N.A., Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc. for senior unsecured term facilities. Following the completion, CA will survive the merger as wholly owned subsidiary of Broadcom. CA common stock will be delisted from NASDAQ and deregistered under the Securities Exchange Act of 1934, as amended. CA will be obligated to pay Broadcom a fee of $566 million, in case the transaction terminates. All directors of CA immediately prior to the completion of the merger will cease to be directors of CA as of the time of the completion of the merger.

The transaction is subject to customary closing conditions, including the approval of CA shareholders and antitrust approvals in the U.S., the EU and Japan. The transaction has been unanimously approved by the Boards of Directors of Broadcom. At a meeting held on July 11, 2016, the CA board unanimously determined that the merger agreement and the merger are advisable, and fair to and in the best interests of the CA stockholders, approved the merger agreement, the merger and the other transactions contemplated thereby, directed that a special meeting of the CA stockholders be held for the purposes of voting on the adoption of the merger agreement, and resolved to recommend that the CA stockholders vote in favor of the adoption of the merger agreement at the special meeting.

The transaction is not subject to any financing condition. CA, Inc. will hold a special meeting of stockholders on September 12, 2018 to seek approval for the transaction. Concurrently with the execution of the merger agreement, Broadcom entered into a voting agreement with Careal Property Group AG and its affiliates, owners of approximately 25% of the outstanding shares of CA common stock, to vote in favor of the agreement. As on August 24, 2018, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired with respect to the transaction. On September 12, 2018, the shareholders of CA, Inc. at a special meeting of stockholders approved the proposal to adopt the Agreement and Plan of Merger, proposal to approve, by non-binding advisory vote, certain compensation that will or may become payable by CA to its named executive officers in connection with the merger and proposal to postpone or adjourn the Special Meeting to a later date, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting, but such adjournment was deemed unnecessary. As of October 2, 2018, clearance of the deal under the anti-trust laws of Japan was obtained. As of October 12, 2018, the merger obtained clearance under the anti-trust laws of the European Union. The closing of the transaction is expected to occur in the fourth calendar quarter of 2018. As of October 12, 2018, the deal is expected to close on November 5, 2018. Transaction is expected to drive Broadcom's long-term adjusted EBITDA margins above 55% and be immediately accretive to Broadcom's non-GAAP EPS.

JP Morgan acted as a financial advisor for Broadcom Inc. Barclays Capital Inc. acted as financial advisor to Broadcom and George Boutros, Brian Cayne and Dennis Ding of Qatalyst Partners LP acted as financial advisor to CA. Adam Shapiro, Gregory Pessin, T. Eiko Stange, Selwyn Goldberg, David C. Karp and Ronald C. Chen of Wachtell, Lipton, Rosen & Katz and George Cary of Cleary Gottlieb Steen & Hamilton LLP acted as legal advisors for Broadcom. Mike Ringler, Derek Liu, Rich Mullen, Jini Chatterjee, Brian Chan, John Fore, Mark Fitzgerald, Mark Bass, Dana Hall, Aaron Wax, Oscar Loui, Andrew Lu, Scott Sher, Roisin Comerford, James Clessuras, James Gannon?, Scott McCall, Brandon Gantus, Jessica Bliss, Susan Reinstra, James McCann, Martin Sul, Lee Cumberland, Sean Wilkinson, Martina Tsatalis, Matthew Damm, Matt Gorman, Brian Kennedy, Eileen Marshall, Devin Heckman, Matt Staples, Patrick Kane, Josephine Aiello LeBeau, Stephen Heifetz, Joshua Gruenspecht, Larry Perrone and Anne Seymour of Wilson Sonsini Goodrich & Rosati P.C. acted as legal advisors for CA, Inc. John E. Sorkin of Ropes & Gray LLP acted as legal advisor in the transaction. Cooley LLP acted as legal advisor to Broadcom Inc.

Spencer Klein of Morrison & Foerster acted as legal advisor to Qatalyst Partners LP, financial advisor to CA, Inc. MacKenzie Partners, Inc. acted as proxy solicitor to CA, Inc. for which it was paid a fee of $0.08 million. Computershare Trust Company, NA acted as transfer agent to CA, Inc. in the transaction. Morgan Stanley acted as financial advisor to Broadcom Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Group AG acted as a financial advisor to Broadcom Inc. Citi Group acted as financial advisor to Broadcom. Qatalyst Partners will be paid a transaction fee of approximately $80 million, $0.5 million of which was paid following the execution of the engagement letter, $0.3 million of which was paid in August 2017, $5 million of which was paid following the delivery of its opinion and the remaining portion of which will be paid upon, and subject to, the consummation of the merger.

Broadcom Inc. (NasdaqGS:AVGO) completed the acquisition of CA, Inc. (NasdaqGS:CA) from Careal Holding Ag and others on November 5, 2018. CA requested that NASDAQ file a notification of removal from listing with the Securities and Exchange Commission (“SEC”) with respect to its Common Stock and to deregister its Common Stock. Trading of CA Common Stock on NASDAQ was halted prior to the opening of trading on November 5, 2018. On November 5, 2018, Broadcom entered into a Credit Agreement with the lenders and L/C Issuers named therein, Bank of America, N.A., as administrative agent, and the other parties from time to time thereto(the "Credit Agreement"). The Credit Agreement provides for a $5 billion unsecured revolving credit facility, a $9 billion unsecured term A- 3 facility and a $9 billion unsecured term A- 5 facility. The proceeds from the unsecured debt as per the credit agreement were, along with cash on hand, used to fund the merger. With the completion of the CA transaction, Greg Lotko, previously at CA, has joined Broadcom as Senior Vice President & General Manager of the Mainframe Division and Ashok Reddy, previously at CA, has joined Broadcom as Senior Vice President & General Manager of the Enterprise Software Division. The team of employees at CA has joined the Broadcom family.