SAN FRANCISCO, Jan. 26, 2021 /PRNewswire/ -- salesforce.com,
inc. (NYSE:CRM), a Delaware
corporation (the "Company") announced today that, in connection
with the Company's previously announced agreement to acquire Slack
Technologies, Inc., a Delaware
corporation ("Slack"), the Company is soliciting consents, on
behalf of Slack (the "Consent Solicitation"), to adopt certain
proposed amendments to the indenture, dated as of April 9, 2020 (the "Indenture"), among Slack and
U.S. Bank National Association, as trustee, governing Slack's
$862,500,000 in aggregate principal
amount of 0.50% Convertible Senior Notes due 2025 (the "Slack
Notes").
As previously announced, on December 1,
2020, the Company, Skyline Strategies I Inc., a Delaware corporation and a wholly owned
subsidiary of the Company ("Merger Sub I"), Skyline Strategies II
LLC, a Delaware limited liability
company and a wholly owned subsidiary of the Company ("Merger Sub
II"), and Slack executed an Agreement and Plan of Merger (the
"Merger Agreement") providing for the merger of Merger Sub I with
and into Slack, with Slack continuing as the surviving corporation
(the "First Merger"), immediately followed by a second merger of
Slack, as the surviving corporation in the First Merger, into
either Merger Sub II or the Company, with either Merger Sub II or
the Company continuing as the surviving company, as applicable (the
"Second Merger" and together with the First Merger, the
"Mergers"). The obligations of the Company, Slack and the
other parties to the Merger Agreement to consummate the Mergers in
accordance with the terms thereof are not conditioned on the
successful completion of the Consent Solicitation or on obtaining
the requisite consents to the Amendments (as defined below).
The Consent Solicitation is being made upon the terms and
subject to the conditions set forth in the consent solicitation
statement, dated as of January 26,
2021 (as the same may be amended or supplemented from time
to time, the "Consent Solicitation Statement"). The Company
reserves the absolute right, subject to applicable laws, to amend,
waive or modify the terms of the Consent Solicitation with respect
to the Slack Notes in any manner. For a complete statement of the
terms and conditions of the Consent Solicitation, Holders (as
defined below) of the Slack Notes should refer to the Consent
Solicitation Statement.
The primary purpose of the Consent Solicitation is to amend the
Indenture to modify the merger covenant with respect to the Slack
Notes to remove the requirement that the successor in any merger of
Slack with or into another person be a corporation and to make
certain other conforming changes (the "Amendments"). Upon
effectiveness of the Amendments, the merger covenant applicable to
the Slack Notes will not prohibit Slack from merging into Merger
Sub II, with Merger Sub II continuing as the surviving company, in
the Second Merger. The Amendments will not affect the other
rights of holders of the Slack Notes, including rights with respect
to events or transactions that constitute a Make-Whole Fundamental
Change (as defined in the Indenture).
The Consent Solicitation will expire at 5:00 p.m., New York
City time, on February 1,
2021, unless earlier terminated or extended by the Company
(the "Expiration Date"). Consummation of the Consent Solicitation,
and the effectiveness of the supplemental indenture implementing
the Amendments (the "Supplemental Indenture"), is conditioned on
receipt of valid (and not validly revoked) consents from persons in
whose name Slack Notes are registered (the "Holders") at
5:00 p.m., New York City time, on January 25, 2021 (the "Record Date") and their
duly designated proxies in respect of at least a majority of the
aggregate principal amount of the Slack Notes then outstanding
(determined in accordance with Article 8 of the Indenture).
Consummation of the Consent Solicitation, and effectiveness of the
Supplemental Indenture, is also conditioned upon the satisfaction
or waiver of certain other closing conditions, as described in the
Consent Solicitation Statement, each of which may be waived by the
Company at any time. The Amendments will become operative
upon the closing of the First Merger and the payment of the Consent
Fee (as defined below).
The Company will promptly pay or cause to be paid, after the
Expiration Date and subject to the occurrence of, and upon the
latest to occur of, (1) the satisfaction or waiver of all
conditions to the Consent Solicitation, as described in the Consent
Solicitation Statement, and (2) the closing of the First Merger, to
The Depository Trust Company for the benefit of each Holder of
Slack Notes who has delivered (and not validly revoked) a valid
consent in favor of the Amendments prior to the Expiration Date a
cash payment (the "Consent Fee") of $1.25 for each $1,000 principal amount of Slack Notes in respect
of which such consent has been delivered.
The Solicitation Agent in connection with the Consent
Solicitation is BofA Securities. Questions regarding the
consent solicitation may be directed to BofA Securities at (980)
388-3646 or debt_advisory@bofa.com. Global Bondholder
Services Corporation is serving as information agent (the
"Information Agent') and tabulation agent in connection with the
Consent Solicitation. Requests for assistance in delivering
consents or for additional copies of the Consent Solicitation
Statement should be directed to the Information Agent at (866)
470-4500 (toll free) or (212) 430-3774 (banks and brokers).
This announcement is not an offer to purchase, a solicitation of
an offer to purchase, or a solicitation of consents with respect to
any securities. The Consent Solicitation is being made solely
by the Consent Solicitation Statement and is subject to the terms
and conditions stated therein. The Company reserves the right
to modify the Consent Solicitation Statement or to terminate the
Consent Solicitation.
About Salesforce
Salesforce, the global CRM leader, empowers companies of every
size and industry to digitally transform and create a 360° view of
their customers. For more information about Salesforce (NYSE: CRM),
visit: www.salesforce.com.
Forward-Looking Statements
This communication includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements include, but are not limited to, statements relating to
future events and anticipated results of operations, business
strategies, the anticipated benefits of the proposed transaction,
the anticipated impact of the proposed transaction on the combined
company's business and future financial and operating results, the
expected amount and timing of synergies from the proposed
transaction, the anticipated closing date for the proposed
transaction and other aspects of our operations or operating
results. These forward-looking statements generally can be
identified by phrases such as "will," "expects," "anticipates,"
"foresees," "forecasts," "estimates" or other words or phrases of
similar import. It is uncertain whether any of the events
anticipated by the forward-looking statements will transpire or
occur, or if any of them do, what impact they will have on the
results of operations and financial condition of the combined
companies or the price of the Company's or Slack's stock. These
forward-looking statements involve certain risks and uncertainties,
many of which are beyond the parties' control, that could cause
actual results to differ materially from those indicated in such
forward-looking statements, including but not limited to: the
impact of public health crises, such as pandemics (including
coronavirus (COVID-19)) and epidemics and any related company or
government policies and actions to protect the health and safety of
individuals or government policies or actions to maintain the
functioning of national or global economies and markets; the effect
of the announcement of the merger on the ability of the Company or
Slack to retain and hire key personnel and maintain relationships
with customers, suppliers and others with whom the Company or Slack
do business, or on the Company's or Slack's operating results and
business generally; risks that the merger disrupts current plans
and operations and the potential difficulties in employee retention
as a result of the merger; the outcome of any legal proceedings
related to the merger; the ability of the parties to consummate the
proposed transaction on a timely basis or at all; the satisfaction
of the conditions precedent to consummation of the proposed
transaction, including the ability to secure regulatory approvals
on the terms expected, at all or in a timely manner; the ability of
the Company to successfully integrate Slack's operations; the
ability of the Company to implement its plans, forecasts and other
expectations with respect to the Company's business after the
completion of the transaction and realize expected synergies; and
business disruption following the merger. These risks, as well as
other risks related to the proposed transaction, are included in
the registration statement on Form S-4 that was filed with the
Securities and Exchange Commission ("SEC") and the definitive proxy
statement/prospectus if and when it becomes available in connection
with the proposed transaction. While the list of factors
presented here is, and the list of factors to be presented in the
registration statement on Form S-4 are, considered representative,
no such list should be considered to be a complete statement of all
potential risks and uncertainties. For additional information about
other factors that could cause actual results to differ materially
from those described in the forward-looking statements, please
refer to the Company's and Slack's respective periodic reports and
other filings with the SEC, including the risk factors identified
in the Company's and Slack's most recent Quarterly Reports on Form
10-Q and Annual Reports on Form 10-K. The forward-looking
statements included in this communication are made only as of the
date hereof. Neither the Company nor Slack undertakes any
obligation to update any forward-looking statements to reflect
subsequent events or circumstances, except as required by law.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to buy or sell or the solicitation of an offer to buy or
sell any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except
by means of a prospectus meeting the requirements of Section 10 of
the U.S. Securities Act of 1933, as amended.
Additional Information about the Merger and Where to Find
It
In connection with the proposed transaction, the Company filed
with the SEC a registration statement on Form S-4 on December 23, 2020, that includes a proxy
statement of Slack and that also constitutes a prospectus of the
Company. Each of the Company and Slack also intends to file
other relevant documents with the SEC regarding the proposed
transaction, including the definitive proxy statement/prospectus.
The information in the proxy statement/prospectus is not complete
and may be changed. This document is not a substitute for the proxy
statement/prospectus or registration statement or any other
document that the Company or Slack may file with the SEC. The
definitive proxy statement/prospectus (if and when available) will
be mailed to stockholders of the Company and Slack. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT,
THE PROXY STATEMENT/PROSPECTUS, THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS IF AND WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
security holders are able to obtain free copies of the registration
statement and proxy statement/prospectus and all other documents
containing important information about the Company, Slack and the
proposed transaction, once such documents are filed with the SEC,
including the definitive proxy statement/prospectus if and when it
becomes available, through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the
SEC by the Company will be available free of charge on the
Company's website at http://www.salesforce.com/investor or by
contacting the Company's Investor Relations department at
investor@salesforce.com. Copies of the documents filed with
the SEC by Slack will be available free of charge on Slack's
website at investor.slackhq.com or by contacting Slack's Investor
Relations department at ir@slack.com.
Participants in the Solicitation
The Company, Slack and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies in respect of the proposed
transaction. Information about the directors and executive
officers of the Company, including a description of their direct or
indirect interests, by security holdings or otherwise, is set forth
in the Company's proxy statement for its 2020 Annual Meeting of
Stockholders, which was filed with the SEC on May 1, 2020, and the Company's Annual Report on
Form 10-K for the fiscal year ended January
31, 2020, which was filed with the SEC on March 5, 2020, as well as in a Form 8-K filed by
the Company with the SEC on June 1,
2020. Information about the directors and executive officers
of Slack, including a description of their direct or indirect
interests, by security holdings or otherwise, is set forth in
Slack's proxy statement for its 2020 Annual Meeting of
Stockholders, which was filed with the SEC on May 5, 2020, and Slack's Annual Report on Form
10-K for the fiscal year ended January 31,
2020, which was filed with the SEC on March 12, 2020. Investors may obtain
additional information regarding the interests of those persons and
other persons who may be deemed participants in the proposed
transaction by reading the proxy statement/prospectus, including
any amendments thereto, as well as the definitive proxy
statement/prospectus if and when it becomes available and
other relevant materials to be filed with the SEC regarding the
proposed transaction when such materials become available.
Investors should read the proxy statement/prospectus, and the
definitive proxy statement/prospectus if and when it becomes
available, carefully before making any voting or investment
decisions. You may obtain free copies of these documents from
the Company or Slack using the sources indicated above.
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SOURCE Salesforce