Cisco Completes Acquisition of Splunk

07.08.2025 - 18:07:19

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June 2-4, 2024, and .conf24, June 11-14, 2024.

Transaction Details
Under the terms of the agreement, Cisco acquired Splunk for $157 per share in cash, representing approximately $28 billion in equity value. The transaction is expected to be cash flow positive (excluding certain acquisition related and other items) and non-GAAP gross margin accretive in Cisco's fiscal year 2025, and non-GAAP EPS accretive in fiscal year 2026. Additionally, it will accelerate Cisco's revenue growth and non-GAAP gross margin expansion.

Cisco and Splunk notified NASDAQ of the completion of the acquisition and requested that NASDAQ file a notification of delisting with the Securities and Exchange Commission (the "SEC") on Splunk's behalf. Splunk's common stock ceased trading on NASDAQ prior to the opening of trading today.

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About Cisco
Cisco (NASDAQ: CSCO) is the worldwide technology leader that securely connects everything to make anything possible. Our purpose is to power an inclusive future for all by helping our customers reimagine their applications, power hybrid work, secure their enterprise, transform their infrastructure, and meet their sustainability goals. Discover more on The Newsroom and follow us on X at @Cisco.

Cisco and the Cisco logo are trademarks or registered trademarks of Cisco and/or its affiliates in the U.S. and other countries. A listing of Cisco's trademarks can be found at www.cisco.com/go/trademarks. Third-party trademarks mentioned are the property of their respective owners. The use of the word partner does not imply a partnership relationship between Cisco and any other company.

Forward-Looking Statements
This press release may be deemed to contain forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words "will," "believes," "plans," "anticipates," "expects," "estimates," "strives," "goal," "intends," "may," "endeavors," "continues," "projects," "seeks," or "targets," or the negative of these terms or other comparable terminology, as well as similar expressions) should be considered to be forward-looking statements, although not all forward-looking statements contain these identifying words. Readers should not place undue reliance on these forward-looking statements, as these statements are management's beliefs and assumptions, many of which, by their nature, are inherently uncertain, and outside of management's control. Forward-looking statements may include statements regarding the expected benefits to Cisco, Splunk and their respective customers from the completed transaction, the integration of Splunk's and Cisco's complementary capabilities to create an end-to-end platform designed to unlock greater digital resilience for customers, plans for future investment and capital allocation, and the expected financial performance of Cisco following the completed transaction. Statements regarding future events are based on Cisco's current expectations, estimates, and projections and are necessarily subject to associated risks related to, among other things, (i) the ability of Cisco to successfully integrate Splunk's market opportunities, technology, personnel and operations and to achieve expected benefits, (ii) Cisco's ability to implement its plans, forecasts and other expectations with respect to Splunk's business and realize expected synergies, (iii) the outcome of any legal proceedings related to the transaction, (iv) the effects on the accounting relating to the acquisition of Splunk, (v) legislative, regulatory, and economic developments, (vi) general economic conditions, and (vii) the retention of key personnel. Therefore, actual results may differ materially and adversely from the anticipated results or outcomes indicated in any forward-looking statements. For information regarding other related risks, see the "Risk Factors" section of Cisco's most recent report on Form 10-Q filed on February 20, 2024 and its most recent report on Form 10-K filed on September 7, 2023, as well as the "Risk Factors" section of Splunk's most recent report on Form 10-Q filed with the SEC on November 28, 2023. The parties undertake no obligation to revise or update any forward-looking statements for any reason, except as required by law.

Non-GAAP Information
This press release includes future estimated cash flow, non-GAAP gross margin, and non-GAAP EPS information.

Positive or accretive cash flow is the Company's incremental cash flow from operations anticipated to result from the transaction including cash flow from Splunk's operations, expected synergies, and financing costs (including foregone interest income), and excluding certain transaction costs, cash payments related to the one-time conversion of Splunk employee equity awards, and cash retention awards.

Non-GAAP measures are not in accordance with, or an alternative for, measures prepared in accordance with generally accepted accounting principles ("GAAP") and may be different from non-GAAP measures used by other companies. In addition, non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Cisco believes that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with Cisco's results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate Cisco's results of operations in conjunction with the corresponding GAAP measures. Cisco believes that the presentation of non-GAAP measures provides useful information to investors and management regarding financial and business trends relating to its financial condition and its historical and projected results of operations. We have not reconciled future estimated cash flow, non-GAAP gross margin, or non-GAAP EPS information included in this press release to the most directly comparable GAAP measure because this cannot be done without unreasonable effort because we do not currently have sufficient data to accurately estimate the individual adjustments included in the most directly comparable GAAP measure that would be necessary for such reconciliations. We expect the variability of these items to have a potentially unpredictable, and a potentially significant, impact on our future GAAP financial results.