SAN FRANCISCO, June 10, 2016 /PRNewswire/ -- Salesforce
(NYSE: CRM), the Customer Success Platform and world's #1 CRM
company, today announced it has commenced the previously-announced
tender offer for all of the outstanding shares of common stock of
Demandware, Inc. ("Demandware") (NYSE: DWRE) at a price of
$75.00 per share, net to seller in
cash, without interest thereon, less any required withholding
taxes.
The tender offer is being made pursuant to the Agreement and
Plan of Merger (the "Merger Agreement") dated as of May 31, 2016 that was unanimously approved by the
Board of Directors of Demandware. The tender offer is scheduled to
expire at midnight New York City Time, on Friday, July 8, 2016 (which is the end of the day
on Friday, July 8, 2016), unless extended or earlier
terminated, in each case pursuant to the terms of the Merger
Agreement. Following the successful completion of the tender offer
and the satisfaction or waiver of all conditions set forth in the
Merger Agreement, Salesforce intends to merge a wholly-owned
subsidiary with and into Demandware, with Demandware surviving,
which we refer to as the "Merger." After the Merger, Demandware
stockholders, other than stockholders who have properly and validly
exercised their statutory rights of appraisal under Delaware law, will be entitled to receive an
amount in cash equal to $75.00 per
share of Demandware common stock, net to the stockholder in cash,
without interest thereon, less any required withholding taxes.
The transaction is subject to customary conditions, including
(i) the valid tender, not validly withdrawn, of the number of
Shares, together with any Shares beneficially owned by Salesforce
or any of its subsidiaries, that would represent one share more
than 50% of the sum of (a) all Shares then outstanding, plus (b)
all Shares issuable to holders of Demandware stock options from
whom Demandware has received notices of exercise (and as to which
Shares have not yet been issued to such exercising holders), (ii)
the expiration or termination of the required waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and (iii)
approval, or deemed approval, by the German Federal Cartel
Office.
Salesforce is filing with the Securities and Exchange Commission
("SEC") today a Tender Offer Statement on Schedule TO, including an
Offer to Purchase and related Letter of Transmittal, setting forth
in detail the terms of the tender offer. Additionally, Demandware
is filing with the SEC today a Solicitation/Recommendation
statement on Schedule 14D-9 setting forth in detail, among other
things, the recommendation of the Demandware Board of Directors
that Demandware stockholders tender their shares into the tender
offer.
The Information Agent for the tender offer is Morrow Sodali
Global LLC. The tender offer documents may be obtained at no charge
by directing a request to the Information Agent by calling
(203) 658-9400 (call collect) or (800) 662-5200 (toll
free).
About Demandware
Demandware, the category-defining leader of enterprise cloud
commerce solutions, empowers the world's leading retailers to
continuously innovate in our complex, consumer-driven world.
Demandware's open cloud platform provides unique benefits including
seamless innovation, the LINK ecosystem of integrated best-of-breed
partners, and community insight to optimize customer experiences.
These advantages enable Demandware customers to lead their markets
and grow faster. For more information, visit www.Demandware.com,
call +1-888-553-9216 or email info@Demandware.com.
About Salesforce
Salesforce, the Customer Success Platform and world's #1 CRM
company, empowers companies to connect with their customers in a
whole new way. For more information about Salesforce (NYSE: CRM),
visit: http://www.salesforce.com.
Salesforce has headquarters in San
Francisco, with offices in Europe and Asia, and trades on the New York Stock
Exchange under the ticker symbol "CRM." For more information please
visit http://salesforce.com, or call 1-800-NO-SOFTWARE.
Forward-Looking Statements
This press release contains "forward-looking statements"
relating to the acquisition of Demandware by Salesforce. All
statements other than historical facts included in this press
release, including, but not limited to, statements regarding the
timing and the closing of the transaction, the financing for the
transaction, the expected benefits of the transaction, prospective
performance and future business plans, and any assumptions
underlying any of the foregoing, are forward-looking statements.
These statements are based on current expectations of future
events. If underlying assumptions prove inaccurate or unknown, or
unknown risks or uncertainties materialize, actual results could
vary materially from the parties' expectations and projections.
Risks and uncertainties include, among other things: uncertainties
regarding the timing of the closing of the transaction;
uncertainties as to how many of Demandware's stockholders may
tender their stock in the tender offer; the possibility that
various closing conditions to the tender offer and merger
transactions may not be satisfied or waived, including that a
governmental entity may prohibit, delay, or refuse to grant
approval for the consummation of the transaction; that there is a
material adverse change to Demandware; the outcome of any legal
proceedings that may be instituted with respect to the transaction;
that the integration of Demandware's business into Salesforce is
not as successful as expected; the failure to realize anticipated
synergies and cost savings; the failure of Salesforce to
achieve the expected financial and commercial results from the
transaction; other business effects, including effects of industry,
economic or political conditions outside either company's control;
transaction costs; actual or contingent liabilities; as well as
other cautionary statements contained elsewhere herein and in
Salesforce's and Demandware's periodic and other reports filed with
the SEC including the factors set forth in their most recent annual
reports on Form 10-K and quarterly reports on Form 10-Q, the Tender
Offer Statement on Schedule TO and other tender offer documents
filed by Salesforce, and the Solicitation/Recommendation Statement
on Schedule 14D-9 filed by Demandware. These forward-looking
statements reflect Salesforce's expectations as of the date of this
report. Salesforce undertakes no obligation to update the
information provided herein.
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SOURCE Salesforce