we had some similar issue with 2008 server. (32 or 64 bit in our case). In our case the ipv6 was the problem. We removed this option (that we wont use anyway) and after that it went clean. With a bit of chance it might help you..

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Guest with Windows Server 2008 x64 Enterprise, 4vCPU, 8GByte RAM for Exchange Server 2007 is booting very long and the handling with the machine is very slowly.
Another Guest with Windows Server 2008 x64 Enterprise, 4vCPU but only 4GByte RAM boots up more quickly.
What can I do? I'm on the way to migrate my Exchange Server 2003 to Exchange Server 2007 and 8GByte RAM is necessary.

Best regards
Marco

http://communities.vmware.com/docs/DOC-4960
But not sure why the problem only kicks in when we're over 4 GB. Probably related to ESX still being 32bit. Betcha!

Apparently, there's a "solution" here:
http://www.experts-exchange.com/Software/VMWare/Q_24028438.html

But I sort of doubt it. I don't think it can be fixed short of ESX 4.

(EDIT: Side Note* When you find an Experts-Exchange "Solution" in a google search, follow google's cached link, scroll to the bottom of the page and you'll see all the hidden answers. As I suspected, there was nothing useful.)

1 vCPU works great with 32 GB of memory. Make that 2 vCPU and it takes FOREVER to boot.
VM seems OK after booting, but booting takes so damn long.
It's a bit scary with big important services like SQL and Exchange. If you need to restart it, hope you're not in a hurry lol.
I hope they fix this soon. It's anoyning as hell.