Combination of #1 CRM platform with the most
innovative enterprise communications platform will create the
operating system for the new way to work, enabling companies to
grow and succeed in the all-digital world
Salesforce (NYSE: CRM), the global leader in CRM, and Slack
Technologies, Inc. (NYSE: WORK), the most innovative enterprise
communications platform, have entered into a definitive agreement
under which Salesforce will acquire Slack. Under the terms of the
agreement, Slack shareholders will receive $26.79 in cash and
0.0776 shares of Salesforce common stock for each Slack share,
representing an enterprise value of approximately $27.7 billion
based on the closing price of Salesforce’s common stock on November
30, 2020.
Combining Slack with Salesforce Customer 360 will be
transformative for customers and the industry. The combination will
create the operating system for the new way to work, uniquely
enabling companies to grow and succeed in the all-digital
world.
"Stewart and his team have built one of the most beloved
platforms in enterprise software history, with an incredible
ecosystem around it,” said Marc Benioff, Chair and CEO, Salesforce.
“This is a match made in heaven. Together, Salesforce and Slack
will shape the future of enterprise software and transform the way
everyone works in the all-digital, work-from-anywhere world. I’m
thrilled to welcome Slack to the Salesforce Ohana once the
transaction closes.”
“Salesforce started the cloud revolution, and two decades later,
we are still tapping into all the possibilities it offers to
transform the way we work. The opportunity we see together is
massive,” said Stewart Butterfield, Slack CEO and Co-Founder. “As
software plays a more and more critical role in the performance of
every organization, we share a vision of reduced complexity,
increased power and flexibility, and ultimately a greater degree of
alignment and organizational agility. Personally, I believe this is
the most strategic combination in the history of software, and I
can’t wait to get going.”
Acquisition to Create the Operating System for the New Way to
Work
The events of this year have greatly accelerated the move by
companies and governments to an all-digital world, where work
happens wherever people are—whether they’re in the office, at home
or somewhere in between. They need to deliver connected experiences
for their customers across every touchpoint and enable their
employees to work seamlessly wherever they are.
Together, Salesforce and Slack will give companies a single
source of truth for their business and a unified platform for
connecting employees, customers and partners with each other and
the apps they use every day, all within their existing
workflows.
Slack to Become the New Interface for Salesforce Customer
360
Salesforce is the #1 CRM that enables companies to sell,
service, market and conduct commerce, from anywhere. Slack brings
people, data and tools together so teams can collaborate and get
work done, from anywhere. Slack Connect extends the benefits of
Slack to enable communication and collaboration between a company's
employees and all its external partners, from vendors to
customers.
Slack will be deeply integrated into every Salesforce Cloud. As
the new interface for Salesforce Customer 360, Slack will transform
how people communicate, collaborate and take action on customer
information across Salesforce as well as information from all of
their other business apps and systems to be more productive, make
smarter, faster decisions and create connected customer
experiences.
Slack To Expand Enterprise Footprint as Part of the World’s
#1 CRM
Slack serves leading organizations in every industry around the
world, from the fastest growing startups to Fortune 500 companies,
such as Starbucks, Target and TD Ameritrade, along with leading
academic institutions, non-profits, and governments in more than
150 countries.
As part of the world’s #1 CRM, Slack will be able to expand its
presence in the enterprise, not just among Salesforce customers,
but for any company undergoing digital transformation. Upon the
close of the transaction, Slack will become an operating unit of
Salesforce and will continue to be led by CEO Stewart
Butterfield.
Combination to Form the Largest Open Ecosystem of Apps and
Workflows for Business
Connecting people and data across systems, apps and devices is
one of the biggest challenges companies face in today’s all-digital
world.
Slack’s open platform seamlessly integrates with more than 2,400
apps that people use to collaborate, communicate and get work done.
With the largest enterprise app ecosystem, the Salesforce platform
is the easiest way to build and deliver apps to connect with
customers in a whole new way.
Together, Salesforce and Slack will create the most extensive
open ecosystem of apps and workflows for business and empower
millions of developers to build the next generation of apps, with
clicks not code.
Details on the Proposed Transaction
The board of directors of each of Salesforce and Slack have
approved the transaction and the Slack board recommends that Slack
stockholders approve the transaction and adopt the merger
agreement. The transaction is anticipated to close in the second
quarter of Salesforce’s fiscal year 2022, subject to approval by
the Slack stockholders, the receipt of required regulatory
approvals and other customary closing conditions.
Salesforce has also entered into a voting agreement with certain
stockholders of Slack common stock, under which each such
stockholder has agreed to vote all of their Slack shares in favor
of the transaction at the special meeting of Slack stockholders to
be held in connection with the transaction, subject to certain
terms and conditions. The Slack shares subject to the agreement
represent approximately 55% of the current outstanding voting power
of the Slack common stock.
Salesforce expects to fund the cash portion of the transaction
consideration with a combination of new debt and cash on
Salesforce’s balance sheet. Salesforce has obtained a commitment
from Citigroup Global Markets Inc., Bank of America, N.A. and
JPMorgan Chase Bank, N.A. for a $10.0 billion senior unsecured
364-day bridge loan facility, subject to customary conditions.
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.
Any unreleased services or features referenced in this or other
press releases or public statements are not currently available and
may not be delivered on time or at all. Customers who purchase
Salesforce applications should make their purchase decisions based
upon features that are currently available. 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
https://www.salesforce.com, or call 1-800-NO-SOFTWARE.
About Slack
Slack has transformed business communication. It’s the leading
channel-based messaging platform, used by millions to align their
teams, unify their systems, and drive their businesses forward.
Only Slack offers a secure, enterprise-grade environment that can
scale with the largest companies in the world. It is a new layer of
the business technology stack where people can work together more
effectively, connect all their other software tools and services,
and find the information they need to do their best work. Slack is
where work happens.
Slack and the Slack logo are trademarks of Slack Technologies,
Inc. or its subsidiaries in the U.S. and/or other countries. Other
names and brands may be claimed as the property of others.
Advisors
BofA Securities, Inc. is serving as exclusive financial advisor
to Salesforce and Wachtell, Lipton, Rosen & Katz and Morrison
& Foerster LLP are serving as legal counsel to Salesforce.
Qatalyst Partners LP and Goldman Sachs & Co LLC are serving as
financial advisors to Slack. Latham & Watkins LLP and Goodwin
Procter LLP are serving as legal counsel to Slack.
Forward-Looking Statements
This communication relates to a proposed business combination
transaction between Salesforce.com, Inc. (“Salesforce”) and Slack
Technologies, Inc. (“Slack”). 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 relate 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
Salesforce or Slack 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 Salesforce or Slack to retain and hire key
personnel and maintain relationships with customers, suppliers and
others with whom Salesforce or Slack do business, or on
Salesforce’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 Salesforce to
successfully integrate Slack’s operations; the ability of
Salesforce to implement its plans, forecasts and other expectations
with respect to Salesforce’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, will be included in the registration
statement on Form S-4 and proxy statement/prospectus that will be
filed with the Securities and Exchange Commission (“SEC”) 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 Salesforce’s and Slack’s respective periodic reports and
other filings with the SEC, including the risk factors identified
in Salesforce’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 Salesforce 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, Salesforce intends
to file with the SEC a registration statement on Form S-4 that will
include a proxy statement of Slack and that also constitutes a
prospectus of Salesforce. Each of Salesforce and Slack may also
file other relevant documents with the SEC regarding the proposed
transaction. This document is not a substitute for the proxy
statement/prospectus or registration statement or any other
document that Salesforce or Slack may file with the SEC. The
definitive proxy statement/prospectus (if and when available) will
be mailed to stockholders of Salesforce and Slack. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT,
PROXY STATEMENT/PROSPECTUS 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 IF AND WHEN
THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
security holders will be able to obtain free copies of the
registration statement and proxy statement/prospectus (if and when
available) and other documents containing important information
about Salesforce, Slack and the proposed transaction, once such
documents are filed with the SEC through the website maintained by
the SEC at http://www.sec.gov. Copies of the documents filed with
the SEC by Salesforce will be available free of charge on
Salesforce’s website at www.salesforce.com/investor or by
contacting Salesforce’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
Salesforce, 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
Salesforce, including a description of their direct or indirect
interests, by security holdings or otherwise, is set forth in
Salesforce’s proxy statement for its 2020 Annual Meeting of
Stockholders, which was filed with the SEC on May 1, 2020, and
Salesforce’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 Salesforce 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.
Other information regarding the participants in the proxy
solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement/prospectus 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 carefully when it becomes available before
making any voting or investment decisions. You may obtain free
copies of these documents from Salesforce or Slack using the
sources indicated above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201201006156/en/
Evan Goldstein Salesforce Investor Relations 415-819-2987
evan.goldstein@salesforce.com
Gina Sheibley Salesforce Public Relations 917-297-8988
gsheibley@salesforce.com
Jonathan Prince Slack Public Relations pr@Slack.com
Jesse Hulsing Slack Investor Relations ir@Slack.com
Slack Technologies (NYSE:WORK)
Graphique Historique de l'Action
De Déc 2024 à Jan 2025
Slack Technologies (NYSE:WORK)
Graphique Historique de l'Action
De Jan 2024 à Jan 2025
