Salesforce Announces Commencement of Consent Solicitation
Salesforce.com, inc. (NYSE: CRM) announced on January 26, 2021, that it is soliciting consents on behalf of Slack Technologies, Inc. for amendments to the indenture governing $862.5 million of Slack's Convertible Senior Notes due 2025. This follows the previously announced merger agreement with Slack. The consent solicitation is set to expire on February 1, 2021, and aims to modify the merger covenant related to these notes. Upon successful amendments, Slack can merge with its subsidiaries without restrictions. A consent fee of $1.25 per $1,000 principal amount of the notes will be paid to consenting holders.
- Consent solicitation allows for a smoother merger process with Slack.
- Proposed amendments enable flexibility in merger structure.
- Consent fee incentivizes participation from note holders.
- Dependence on obtaining consents from note holders could delay merger.
- Terms of the consent solicitation are subject to change, possibly causing uncertainty.
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
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
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
FAQ
What is the purpose of Salesforce's consent solicitation related to CRM and Slack?
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What fee will Salesforce pay to holders of Slack Notes for their consent?
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