|
•
|
|
All other restricted stock unit awards relating to shares of Slack common stock and Slack restricted share awards that are outstanding will be assumed and converted automatically into corresponding awards in respect of Salesforce common stock based on the exchange ratio set forth in the Merger Agreement, on the same terms and conditions (including vesting terms), except that any repurchase price applicable to a restricted share award will be adjusted as determined in accordance with the formula set forth in the Merger Agreement.
|
Conditions to Closing. Under the terms of the Merger Agreement, the completion of the Mergers is subject to certain customary closing conditions, including, among others, (a) the approval of the First Merger and adoption of the Merger Agreement by the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of Slack common stock, (b) the approval for listing on the New York Stock Exchange of the shares of Salesforce common stock to be issued in the First Merger, (c) the effectiveness of a registration statement on Form S-4 filed by Salesforce registering the shares to be issued in connection with the First Merger, (d) the accuracy of the parties’ respective representations and warranties in the Merger Agreement, subject to specified materiality qualifications, (e) compliance by the parties with their respective covenants in the Merger Agreement in all material respects, (f) the absence of any law or order restraining, enjoining, or otherwise prohibiting the consummation of the Mergers; (g) the expiration of the waiting period applicable to the Mergers under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of other approvals under specified antitrust and foreign investment laws, (h) the receipt by each party of opinions to the effect that the Mergers, taken together, will qualify as a reorganization for U.S. federal income tax purposes, and (i) the absence of a material adverse effect (as defined in the Merger Agreement) with respect to Slack on or after the date of the Merger Agreement that is continuing as of immediately prior to the closing. Consummation of the Merger is not subject to a financing condition.
Representations, Warranties and Covenants. The Merger Agreement contains customary representations, warranties and covenants made by each of Salesforce, Slack, Merger Sub I and Merger Sub II, including, among others, covenants by Slack regarding the conduct of its business during the pendency of the transactions contemplated by the Merger Agreement, public disclosures and other matters. Slack is required, among other things, not to solicit alternative business combination transactions and, subject to certain exceptions, not to engage in discussions or negotiations regarding an alternative business combination transaction. Slack is required to convene a meeting of its stockholders to vote on the adoption of the Merger Agreement.
Termination Rights. Both Salesforce and Slack may terminate the Merger Agreement under certain specified circumstances, including (a) if the Merger is not consummated by August 1, 2021, subject to two extensions up to three months in order to obtain required regulatory approvals, (b) if the approval of the Slack stockholders is not obtained, or (c) if Slack’s board makes an adverse recommendation change with respect to the proposed transaction or to enter into a superior acquisition proposal. In certain circumstances in connection with the termination of the Merger Agreement, including if Slack’s Board of Directors changes or withdraws its recommendation of the Merger to its stockholders or terminates the Merger Agreement to enter into an agreement with respect to a “superior proposal,” Slack will be required to pay Salesforce a termination fee equal to $900.0 million in cash.
The foregoing summary of the Merger Agreement and the transactions contemplated thereby, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Form 8-K and incorporated herein by reference.
A-2