SAN FRANCISCO, Feb. 8, 2021 /PRNewswire/ -- salesforce.com, inc.
(NYSE:CRM), a Delaware corporation
(the "Company") announced today the extension of the expiration of
its previously announced solicitation of consents (the "Consent
Solicitation"), on behalf of Slack Technologies, Inc., a
Delaware corporation ("Slack"), to
adopt certain proposed amendments (the "Amendments") to the
indenture, dated as of April 9, 2020
(the "Indenture"), among Slack and U.S. Bank National Association,
as trustee (the "Trustee"), governing Slack's $862,500,000 in aggregate principal amount of
0.50% Convertible Senior Notes due 2025 (the "Slack Notes").
The Company hereby extends such expiration date from
5:00 p.m., New York City time, on February 5, 2021, to 5:00
p.m., New York City time,
on February 10, 2021 (as the same may
be further extended, the "Expiration Date").
Additionally, the Company hereby amends the terms of the Consent
Solicitation relating to the Consent Fee (as defined in the Consent
Solicitation Statement referred to below). Notwithstanding
anything to the contrary in the Consent Solicitation Statement, 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 Payment Date (as defined below), to The Depository
Trust Company for the benefit of each Holder of Slack Notes as of
the Record Date (as defined in the Consent Solicitation Statement
referred to below) who has delivered (and not validly revoked) a
valid consent in favor of the Amendments prior to the Expiration
Date a cash payment of $9.00 for each
$1,000 principal amount of Slack
Notes in respect of which such consent has been delivered.
The "Payment Date" shall be the earlier to occur of (1)
May 1, 2021 and (2) the closing of
the First Merger (as defined below), provided that the Consent Fee
will not be payable, and the Amendments will not become operative,
if on or before the Payment Date the Company notifies the Trustee
or announces that the Merger Agreement has been terminated.
Holders of Slack Notes who have previously delivered (and not
validly revoked) valid consents in favor of the Amendments do not
need to redeliver such consents or take any other action in
response to this announcement in order to consent to the Amendments
on the revised terms described herein.
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 amended hereby and as the same may be amended or
supplemented from time to time, the "Consent Solicitation
Statement"). Except as set forth herein with respect to the
Expiration Date and the Consent Fee, the terms and conditions of
the Consent Solicitation, as well as the proposed Amendments to the
Indenture, remain the same as set forth and described in 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 of the Slack
Notes should refer to the Consent Solicitation Statement.
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.
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 relates to a proposed business combination
transaction between the Company and 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 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 (as amended, the
"Registration Statement") that was filed by the Company with the
Securities and Exchange Commission ("SEC") and declared
effective by the SEC on January 29,
2021, the prospectus that was filed by the Company with the
SEC on January 29, 2021 (the
"Prospectus") and the definitive proxy statement that was
filed by Slack with the SEC on January 29,
2021 (the "Proxy Statement"). While the list of
factors presented here is, and the list of factors presented in the
Registration Statement, Prospectus or Proxy Statement 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 the Registration Statement and the Prospectus, and
Slack filed with the SEC the Proxy Statement. The
Registration Statement was declared effective on January 29, 2021 and the Prospectus and the Proxy
Statement were first mailed to shareholders of Slack on or about
January 29, 2021. Each of the
Company and Slack may also file other relevant documents with the
SEC regarding the proposed transaction. The information in the
Prospectus and Proxy Statement may be changed. This document is not
a substitute for the Registration Statement, the Prospectus and the
Proxy Statement or any other document that the Company or Slack may
file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THE REGISTRATION STATEMENT, THE PROSPECTUS AND THE PROXY
STATEMENT 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, the Prospectus
and the Proxy Statement and all other documents containing
important information about the Company, 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 the Company may be obtained 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 may be obtained 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 Prospectus and the Proxy Statement and
other relevant materials to be filed with the SEC regarding the
proposed transaction when such materials become available.
Investors should read the Prospectus and the Proxy Statement
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