Filed by MuleSoft, Inc.
Pursuant to Rule 425
under the
Securities Act of 1933 and
deemed filed pursuant to Rule
14d-9
under the Securities Exchange Act of 1934
Subject Company: MuleSoft, Inc.
(Commission File
No. 001-38031)
The following communications are being filed in connection with the acquisition of MuleSoft, Inc. by salesforce.com, inc.
Dear MuleSoft Partner,
I am excited to share some exciting news
about MuleSoft. This afternoon we announced an agreement to be acquired by Salesforce. The combination of MuleSoft and Salesforce will provide tremendous value and opportunity for our partners, and our focus remains squarely on partner success and
speed of innovation.
MuleSoft will be led by the same leadership team and will become MuleSoft a Salesforce company. We will continue
to invest aggressively in Anypoint Platform, building toward our vision for the application network.
Together, Salesforce and MuleSoft will accelerate
our customers digital transformations, enabling them to unlock data across legacy systems, cloud apps and devices to make smarter, faster decisions and create highly differentiated, connected customer experiences.
We remain committed to delivering the best technologies and solutions to help our customers businesses. While we believe that the upside for
MuleSofts customers and partners is compelling, todays announcement is just the first step. In the meantime,
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Your teams and
day-to-day
support at MuleSoft will remain the same;
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Customer projects will move forward on existing schedules;
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We will continue to launch new products as planned; and
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There will be no change in how we work with or serve you.
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As we bring our companies together, we look forward to sharing more specific details. In the interim, please
visit our website to read todays
press release
, and see the
FAQ
aimed at addressing some of your immediate questions. Of course, you should also feel free to reach out to your usual MuleSoft representative and know we continue to
be focused on and committed to your success as our partner.
Joining forces with Salesforce will accelerate our ability to drive our product vision for
Anypoint Platform and expand our ability to serve our customers. We look forward to continuing our partnership with you.
Sincerely,
Greg Schott
Chairman and CEO, MuleSoft
Forward-Looking Statements
This communication
contains forward-looking information related to salesforce.com, inc., MuleSoft, Inc. and the acquisition of MuleSoft, Inc. by salesforce.com, inc. that involves substantial risks, uncertainties and assumptions that could cause actual results to
differ materially from those expressed or implied by such statements. Forward-looking statements in this release include, among other things, statements about the potential benefits of the proposed transaction, salesforce.com, inc.s and
MuleSoft, Inc.s plans, objectives, expectations and intentions, the financial condition, results of operations and business of salesforce.com, inc. and MuleSoft, Inc., and the anticipated timing of closing of the proposed transaction. Risks
and uncertainties include, among other things, risks related to the ability of salesforce.com, inc. and MuleSoft, Inc. 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 having a sufficient number of MuleSoft, Inc.s shares being validly tendered into the exchange offer to meet the minimum condition; salesforce.com, inc.s and MuleSoft, Inc.s ability to secure
regulatory approvals on the terms expected in a timely manner or at all; salesforce.com, inc.s ability to successfully integrate MuleSoft, Inc.s operations; salesforce.com, inc.s ability to implement its plans, forecasts and other
expectations with respect to MuleSoft, Inc.s business after the completion of the transaction and realize expected synergies; business disruption following the transaction; the ability to realize the anticipated benefits of the proposed
transaction, including the possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; disruption from the transaction making it more difficult to maintain
business and operational relationships; the negative effects of this announcement or the consummation of the proposed transaction on the market price of salesforce.com, inc.s common stock and on salesforce.com, inc.s operating results;
significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed transaction; the pace of change and innovation in enterprise cloud computing services; the competitive nature of the market
in which salesforce.com, inc. and MuleSoft, Inc. participate; salesforce.com, inc.s and MuleSoft, Inc.s service performance and security, including the resources and costs required to prevent, detect and remediate potential security
breaches; the expenses associated with new data centers and third-party infrastructure providers; additional data center capacity; salesforce.com, inc. and MuleSoft, Inc.s ability to protect their intellectual property rights and develop their
brands; dependency on the development and maintenance of the infrastructure of the Internet; the ability to develop new services and product features; other business effects, including the effects of industry, market, economic, political or
regulatory conditions; future exchange and interest rates; changes in tax and other laws, regulations, rates and policies, including those related to the provision of services on the Internet, those related to accessing the Internet and those
addressing data privacy and import and export controls; future business combinations or disposals; the uncertainties inherent in research and development; competitive developments and climate change.
Further information on these and other risk and uncertainties relating to salesforce.com, inc. and MuleSoft, Inc.
can be found in their respective reports on Forms
10-K,
10-Q
and
8-K
and in other filings salesforce.com, inc. and MuleSoft, Inc.
make with the SEC from time to time and available at
www.sec.gov
. These documents are available under the Financials heading of the Investor Relations section of the salesforce.com, inc.s website at
www.salesforce.com/investor
and under the SEC filings heading of the Investors section of MuleSoft, Inc.s website at
investors.mulesoft.com/
.
The forward-looking
statements included in this communication are made only as of the date hereof. salesforce.com, inc. and MuleSoft, Inc. assume no obligation and do not intend to update these forward-looking statements, except as required by law.
Additional Information and Where to Find It
The
exchange offer referenced in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for any offer
materials that salesforce.com, inc. and its acquisition subsidiary and MuleSoft, Inc. will file with the U.S. Securities and Exchange Commission (the SEC). At the time the exchange offer is commenced, salesforce.com, inc. and its
acquisition subsidiary will file a tender offer statement on Schedule TO, salesforce.com, inc. will file a registration statement on Form
S-4
and MuleSoft, Inc. will file a Solicitation/Recommendation
Statement on Schedule
14D-9
with the SEC with respect to the exchange offer. THE EXCHANGE OFFER MATERIALS (INCLUDING AN OFFER TO EXCHANGE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER EXCHANGE OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. MULESOFT, INC. STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT
HOLDERS OF MULESOFT, INC. SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING EXCHANGING THEIR SECURITIES. The Solicitation/Recommendation Statement, the Offer to Exchange, the related Letter of Transmittal and certain other exchange
offer documents will be made available to all MuleSoft, Inc. stockholders at no expense to them. The exchange offer materials and the Solicitation/Recommendation Statement will be made available for free on the SECs website at
www.sec.gov
. Copies of the documents filed with the SEC by salesforce.com, inc. will be available free of charge under the Financials heading of the Investor Relations section of salesforce.com, inc.s website at
www.salesforce.com/investor
. Copies of the documents filed with the SEC by MuleSoft, Inc. will be available free of charge under the SEC filings heading of the Investors section of MuleSoft, Inc.s website at
investors.mulesoft.com/
.
In addition to the Solicitation/Recommendation Statement, Offer to Exchange, related Letter of Transmittal and certain
other exchange offer documents, salesforce.com, inc. and MuleSoft, Inc. file annual, quarterly and current reports and other information with the SEC. You may read and copy any reports or other information filed by salesforce.com, inc. and MuleSoft,
Inc. at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330
for
further information on the public reference room. salesforce.com, inc.s and MuleSoft, Inc.s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at
www.sec.gov
.
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