SUPPLEMENT TO PROXY STATEMENT
This supplement to the definitive proxy statement on Schedule 14A filed on August 10, 2018 (which we refer to as the
definitive
proxy statement
) by CA, Inc. (which we refer to as
CA
,
we
or
us
) is being filed to supplement the definitive proxy statement as described pursuant to the Explanatory Note below.
EXPLANATORY NOTE
On
July 11, 2018, CA entered into an Agreement and Plan of Merger (which we refer to as the
merger agreement
) with Broadcom Inc. (which we refer to as
Broadcom
) and Collie Acquisition Corp., a wholly owned
subsidiary of Broadcom (which we refer to as
Merger Sub
), pursuant to which the parties agreed that, subject to the terms and conditions set forth therein, Broadcom will acquire CA in a merger transaction (which we refer to as the
merger
). In connection with the merger, four purported class action complaints have been filed. Three complaints, captioned
Vladimir Gusinsky Rev. Trust v. CA, Inc., et al.
,
Jacob Scheiner Retirement Account v. CA, Inc.,
et al.
and
Kenneth Gilley v. CA, Inc., et al.
, were filed against CA and the CA board in the United States District Court for the District of Delaware. One complaint, captioned
Harvey v. CA, Inc., et al.
, was filed against CA, the
CA board, Broadcom and Merger Sub in the United States District Court for the Southern District of New York. We refer to these four stockholder actions collectively as the
stockholder actions
.
CA believes that no supplemental disclosures are required under applicable laws. However, to avoid the risk of the stockholder actions
delaying or adversely affecting the merger and to minimize the expense of defending the stockholder actions, and without admitting any liability or wrongdoing, CA is making certain disclosures below that supplement and revise those contained in the
definitive proxy statement, which we refer to as the
litigation-related supplemental disclosures
. The litigation-related supplemental disclosures contained below should be read in conjunction with the definitive proxy statement,
which is available on the Internet site maintained by the Securities and Exchange Commission at http://www.sec.gov, along with periodic reports and other information CA files with the Securities and Exchange Commission. CA and the other named
defendants have denied, and continue to deny, that they have committed or assisted others in committing any violations of law or breaches of duty to the CA stockholders, and expressly maintain that, to the extent applicable, they have complied with
their fiduciary and other legal duties and are providing the litigation-related supplemental disclosures below solely for the purpose of eliminating the burden and expense of further litigation, putting the claims that were or could have been
asserted to rest, and avoiding any possible delay to the closing of the merger that might arise from further litigation. Nothing in the litigation-related supplemental disclosures shall be deemed an admission of the legal necessity or materiality
under applicable laws of any of the litigation-related supplemental disclosures set forth herein. To the extent that the information set forth herein differs from or updates information contained in the definitive proxy statement, the information
set forth herein shall supersede or supplement the information in the definitive proxy statement. All page references are to pages in the definitive proxy statement, and terms used herein, unless otherwise defined, have the meanings set forth in the
definitive proxy statement.
Forward-Looking Statements
This supplement to the definitive proxy statement and the documents to which we refer you in this supplement to the definitive proxy statement,
as well as information included in oral statements or other written statements made or to be made by us, contain statements that, in our opinion, may constitute forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be typically identified by such words as may, will,
should, would, expect, anticipate, plan, likely, believe, estimate, project, intend, potential, predict,
aim, and other similar expressions among others, which appear in a number of places in this supplement (and the documents to which we refer you in this supplement) and include, but are not limited to, all statements relating directly or
indirectly to the timing or likelihood of completing the merger to which this supplement relates, plans for future growth and other business development activities as well as capital expenditures, financing sources and the effects of regulation and
competition and all other statements regarding our intent, plans, beliefs or expectations or those of our directors or officers. These forward-looking statements reflect the current analysis of existing information and are subject to various risks
and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, our actual results may differ materially from our expectations or projections.
The following factors, among others, could cause our actual results to differ materially from those described in these forward-looking
statements:
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the risk that the conditions to the closing of the merger are not satisfied (including a failure of our
stockholders to approve, on a timely basis or otherwise, the merger and the risk that regulatory approvals required for the merger are not obtained, on a timely basis or otherwise, or are obtained subject to conditions that are not anticipated);
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