Pivotal's stock price surged on news that VMware is looking at an acquisition of its sister company in a move that could limit some of the confusion surrounding how both companies operate under the Dell Technologies umbrella.
According to a Securities and Exchange Commission (SEC) filing, VMware and Pivotal have set up a “special committee” of their respective board of directors to negotiate terms of a deal. The current proposal would see VMware purchase all Pivotal outstanding Class A shares for $15 a piece. That price is exactly what investors paid as part of Pivotal’s initial public offering last year. That IPO raised $555 million.
Pivotal’s shares had been trading at around $8.50 per share prior to the filing, after which that price shot up to around $14 per share. It should be noted that the elevated share price is still around half of where it was trading a year ago.
The proposed deal also has the VMware special committee asking for parent company Dell Technologies to exchange all of the outstanding Class B shares not already owned by VMware into Class A shares that would be acquired by VMware as part of the deal. This would basically mean that VMware would gain full control of Pivotal, though VMware would remain under Dell Technologies’ overall umbrella.
Pivotal started as an EMC-VMware spinoff in 2013. Dell became the majority owner of Pivotal when it merged with EMC in 2016, and still owns a controlling interest in the company. VMware already owns a stake in Pivotal and relies on the Pivotal Cloud Foundry platform to power customer operations.
Pivotal ConfusionAnalysts note the deal could unravel some of the operational confusion that plagues Dell Technologies, VMware, and Pivotal Software.
“We believe that [VMware] and Pivotal have had confusing go-to-market messages and product overlap, particularly to the developer community,” explained BMO Capital Markets Analyst Keith Bachman in a research note on the proposed deal. “Hence, we think a single company could help improve the product offerings and marketing messages.”
Despite that positive spin, Bachman questioned the financial sense of the transaction. He cited governance issues that could arise from the common ownership base, that Pivotal’s results could drag on VMware, and that VMware’s current operations were already seeing some financial headwind.
A possible VMware acquisition of Pivotal has been mentioned in the past. IDC analyst Matt Eastwood told SDxCentral in early 2018 – and prior to the Pivotal IPO – that it would make sense for VMware to purchase one of Dell’s assets, with Pivotal specifically mentioned.
“I could see VMware buying pieces of Dell and bringing those under its umbrella and providing Dell Technologies with additional cash to retire more of its debt,” Eastwood said at that time. “The challenge is, if you were talking to Dell executives — including Michael Dell — I think they see Pivotal as the single biggest asset they can unlock value around. But today it’s still fairly complex to stand up, and probably not at a point where it has reached optimum or peak value. I don’t think they want to put Pivotal in play yet. It could be worth already $8 billion, $9 billion.”
VMware Acquisition SpreeThe move would also continue VMware’s recent acquisition spree. The vendor last month acquired a pair of artificial intelligence (AI)-based firms in Uhana and Bitfusion. Uhana is being integrated into VMware’s Telco Cloud and Edge Cloud portfolios to bolster its 5G support, while Bitfusion will boost its ability to support AI and machine learning (ML) workloads in its core vSphere virtualization platform.
Those deals followed on VMware’s purchase of Bitnami, which provides application packaging targeted at container and Kubernetes environments, and its $550 million purchase of Kubernetes-focused startup Heptio.
VMware is scheduled to announce its fiscal second quarter 2020 results next week. That will come just ahead of its annual VMworld event in San Francisco.
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