UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
December 1, 2020
Date of Report (date of earliest event reported)
salesforce.com, inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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001-32224
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94-3320693
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Salesforce Tower
415 Mission Street, 3rd Fl
San Francisco, CA 94105
(Address of principal executive offices)
Registrants telephone number, including area code: (415) 901-7000
N/A
(Former name or
former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.001 per share
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CRM
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New York Stock Exchange, Inc.
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 7.01
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Regulation FD Disclosure.
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On December 1, 2020, salesforce.com, inc. (the Company) and Slack Technologies, Inc. (Slack), a Delaware
corporation, issued a joint press release announcing entry into an Agreement and Plan of Merger (the Merger Agreement) by and among the Company, Skyline Strategies I Inc., a Delaware corporation and wholly owned subsidiary of the
Company, Skyline Strategies II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, and Slack.
Also on
December 1, 2020, the Company made available an investor presentation (Investor Presentation) regarding the transaction. Copies of the press release and Investor Presentation are furnished as Exhibit 99.1 and Exhibit 99.2
hereto, respectively, and are incorporated herein by reference.
As provided in General Instruction B.2. to
Form 8-K, the information set forth in this Item 7.01 and Exhibits 99.1 and 99.2 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a
filing.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Description
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99.1
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Joint Press Release issued by salesforce.com, inc. and Slack Technologies, Inc.
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99.2
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Investor Presentation
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104
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Cover Page Interactive Data Filethe cover page XBRL tags are embedded within the Inline XBRL document
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Forward-Looking Statements
This report relates to a proposed business combination transaction between the Company and Slack and 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 companys 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 the Companys 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 company or the price of the Companys or Slacks 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 Companys or Slacks 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 Slacks operations; the ability of the Company to implement its
plans, forecasts and other expectations with respect to its 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 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 the Companys and Slacks respective
periodic reports and other filings with the SEC, including the risk factors identified in the Companys and Slacks 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 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 the Company. Each of the Company 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 the Company or Slack may file with the SEC. The definitive proxy statement/prospectus (if and when available) will
be mailed to stockholders of 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 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 will be available free of charge on the Companys website at www.salesforce.com/investor or by contacting the Companys Investor
Relations department at investor@salesforce.com. Copies of the documents filed with the SEC by Slack will be available free of charge on Slacks website at investor.slackhq.com or by contacting Slacks 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
Companys proxy statement for its 2020 Annual Meeting of Stockholders, which was filed with the SEC on May 1, 2020, and the Companys 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 Slacks proxy statement for its 2020 Annual Meeting of Stockholders, which was filed with the SEC on
May 5, 2020, and Slacks 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 the
Company or Slack using the sources indicated above.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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salesforce.com, inc.
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By:
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/s/ Mark Hawkins
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Mark Hawkins
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President and Chief Financial Officer
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Dated: December 1, 2020
Exhibit 99.1
PRESS RELEASE
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
Salesforce Signs Definitive Agreement to Acquire Slack
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
SAN FRANCISCO, Dec. 1, 2020 -
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 Salesforces
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. Im 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 cant 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 arewhether theyre 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 companys 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 Worlds #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 worlds #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 todays
all-digital world.
Slacks 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 Salesforces 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 Salesforces 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. Its 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 companys 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 Salesforces or Slacks
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 Slacks operations; the ability of Salesforce to implement its plans, forecasts and other expectations with respect to Salesforces 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 Salesforces and Slacks respective periodic reports and other filings with the SEC, including the risk factors identified in
Salesforces and Slacks 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 Salesforces website at www.salesforce.com/investor or by contacting Salesforces Investor Relations
department at investor@salesforce.com. Copies of the documents filed with the SEC by Slack will be available free of charge on Slacks website at investor.slackhq.com or by contacting Slacks 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 Salesforces proxy
statement for its 2020 Annual Meeting of Stockholders, which was filed with the SEC on May 1, 2020, and Salesforces 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 Slacks proxy statement for its 2020 Annual Meeting of Stockholders, which was filed with the SEC on May 5, 2020, and Slacks 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.
Exhibit 99.2 Salesforce & Slack Announcement of Definitive Agreement
to Acquire Slack December 1, 2020Exhibit 99.2 Salesforce & Slack Announcement of Definitive Agreement to Acquire Slack December 1, 2020
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.
2Forward-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. 2
Additional Information 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. 3Additional Information 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. 3
Transaction & Financing Overview ● Slack shareholders will
receive $26.79 in cash and 0.0776x shares of Salesforce common stock for each Slack share Transaction ● Reflects an enterprise value of approximately $27.7 billion based on the closing price of Salesforce common stock Consideration on November
30, 2020 ● Slack will become an operating unit of Salesforce and will continue to be led by CEO Stewart Butterfield and his Management & leadership team to further the mission of Slack to make people’s working lives simpler, more
pleasant, and more Governance productive + ● Obtained commitments for a $10 billion 364-day senior unsecured bridge facility Financing ● Expect to fund the cash consideration with cash from our balance sheet and approximately $10 billion
of proceeds from a combination of the issuance of debt securities and/or term loans ● Anticipated to close in the second quarter of fiscal year 2022 Anticipated ● Subject to approval of Slack shareholders Transaction Close ●
Subject to satisfaction of customary closing conditions, including applicable regulatory approvals 4Transaction & Financing Overview ● Slack shareholders will receive $26.79 in cash and 0.0776x shares of Salesforce common stock for each
Slack share Transaction ● Reflects an enterprise value of approximately $27.7 billion based on the closing price of Salesforce common stock Consideration on November 30, 2020 ● Slack will become an operating unit of Salesforce and will
continue to be led by CEO Stewart Butterfield and his Management & leadership team to further the mission of Slack to make people’s working lives simpler, more pleasant, and more Governance productive + ● Obtained commitments for a
$10 billion 364-day senior unsecured bridge facility Financing ● Expect to fund the cash consideration with cash from our balance sheet and approximately $10 billion of proceeds from a combination of the issuance of debt securities and/or term
loans ● Anticipated to close in the second quarter of fiscal year 2022 Anticipated ● Subject to approval of Slack shareholders Transaction Close ● Subject to satisfaction of customary closing conditions, including applicable
regulatory approvals 4
Slack is the engagement layer: where the conversations happen, the
problems are solved, and the decisions made 100+ Average minutes of active usage 1 Engagement per day Applications 10+ Average hours connected to 1 Data & Systems Slack per day 1. As of October 31, 2020Slack is the engagement layer: where the
conversations happen, the problems are solved, and the decisions made 100+ Average minutes of active usage 1 Engagement per day Applications 10+ Average hours connected to 1 Data & Systems Slack per day 1. As of October 31, 2020
Slack’s platform enables developers to bring workflows right to
the users, where the conversations are happening HUMANS Ad hoc Conversational Manual Andre, what do you think? Yep. We ran the numbers Make sense to you? with Amy. Good to go. Zia is asking for approval on the purchase of a new forklift. View
details Approve Purchase order #0945 A purchase order has been updated: approved submitted Structured Programmatic Automated MACHINES The Spectrum of WorkflowsSlack’s platform enables developers to bring workflows right to the users, where the
conversations are happening HUMANS Ad hoc Conversational Manual Andre, what do you think? Yep. We ran the numbers Make sense to you? with Amy. Good to go. Zia is asking for approval on the purchase of a new forklift. View details Approve Purchase
order #0945 A purchase order has been updated: approved submitted Structured Programmatic Automated MACHINES The Spectrum of Workflows
Slack Connect: Transforming Inter-Enterprise Communication 240% 64,000
520,000+ Year-over-Year Connected Paid Customers Using Slack 1 Connected Endpoints 1 1 Endpoint Growth Connect 1. As of October 31, 2020 Map of intra-city shared channels usage globally Slack Connect: Transforming Inter-Enterprise Communication 240%
64,000 520,000+ Year-over-Year Connected Paid Customers Using Slack 1 Connected Endpoints 1 1 Endpoint Growth Connect 1. As of October 31, 2020 Map of intra-city shared channels usage globally
Combining the #1 CRM platform with the most innovative enterprise
communications platform $ $ 21.1B 876M 1 2 FY 2021E Revenue FY 2021E Revenue 23% 39% 1 2 FY 2021E Revenue Growth Rate FY 2021E Revenue Growth Rate 5,000+ 2,400+ AppExchange listings Apps in the Slack App Directory 2,500+ 54,000+ Employees Employees
1. Revenue and revenue growth rate reflect high-end of Salesforce guidance range for FY21 provided on December 1, 2020 8 2. Revenue and revenue growth rate reflect high-end of Slack guidance range for FY21 provided on September 8, 2020Combining the
#1 CRM platform with the most innovative enterprise communications platform $ $ 21.1B 876M 1 2 FY 2021E Revenue FY 2021E Revenue 23% 39% 1 2 FY 2021E Revenue Growth Rate FY 2021E Revenue Growth Rate 5,000+ 2,400+ AppExchange listings Apps in the
Slack App Directory 2,500+ 54,000+ Employees Employees 1. Revenue and revenue growth rate reflect high-end of Salesforce guidance range for FY21 provided on December 1, 2020 8 2. Revenue and revenue growth rate reflect high-end of Slack guidance
range for FY21 provided on September 8, 2020
Salesforce + Slack Strategic Rationale Shaping the future of enterprise
software Slack is a Category Leader Deep Slack Integration with Salesforce Products Combination Joins Two Open and Extensive Ecosystems Salesforce’s Proven Playbook for Enterprise Expansion 9Salesforce + Slack Strategic Rationale Shaping the
future of enterprise software Slack is a Category Leader Deep Slack Integration with Salesforce Products Combination Joins Two Open and Extensive Ecosystems Salesforce’s Proven Playbook for Enterprise Expansion 9
Slack is a Category Leader Slack is one of the most Slack serves small
Slack Connect is emerging beloved platforms in businesses to Fortune 500 as the new gold standard enterprise software history companies as well as for trusted collaboration with 100+ minutes of leading academic across organizations active usage per
user each institutions, non-profits, day and governments in more than 150 countries 10Slack is a Category Leader Slack is one of the most Slack serves small Slack Connect is emerging beloved platforms in businesses to Fortune 500 as the new gold
standard enterprise software history companies as well as for trusted collaboration with 100+ minutes of leading academic across organizations active usage per user each institutions, non-profits, day and governments in more than 150 countries
10
Deep Slack Integration with Salesforce Products Slack will integrate
deeply Similar to how MuleSoft Existing document into every Salesforce Cloud, enables companies to collaboration capabilities becoming the new interface integrate data from complement Slack’s for Customer 360 disparate sources, Slack
channel-based product will enable companies to integrate all the apps and workflows they use every day 11Deep Slack Integration with Salesforce Products Slack will integrate deeply Similar to how MuleSoft Existing document into every Salesforce
Cloud, enables companies to collaboration capabilities becoming the new interface integrate data from complement Slack’s for Customer 360 disparate sources, Slack channel-based product will enable companies to integrate all the apps and
workflows they use every day 11
Combination Joins Two Open and Extensive Ecosystems 885K+ 2.6M+ active
developers Trailblazers are part of the Salesforce 1 build on Slack ecosystem + 2,400+ 5,000+ 1 apps on the Slack app directory Salesforce AppExchange listings Salesforce and Slack will create the most open and extensive ecosystem of apps and
workflows for business and empower millions of developers to build the next generation of apps with clicks, not code 1. As of October 31, 2020 12Combination Joins Two Open and Extensive Ecosystems 885K+ 2.6M+ active developers Trailblazers are part
of the Salesforce 1 build on Slack ecosystem + 2,400+ 5,000+ 1 apps on the Slack app directory Salesforce AppExchange listings Salesforce and Slack will create the most open and extensive ecosystem of apps and workflows for business and empower
millions of developers to build the next generation of apps with clicks, not code 1. As of October 31, 2020 12
Salesforce’s Proven Playbook for Enterprise Expansion 142K 1,080
1 paid Slack customers paid Slack customers above 1 $100K ARR As with past acquisitions, we intend to expand Slack's footprint within the enterprise, not just among Salesforce customers, but for any company undergoing digital transformation 1. As of
October 31, 2020 13Salesforce’s Proven Playbook for Enterprise Expansion 142K 1,080 1 paid Slack customers paid Slack customers above 1 $100K ARR As with past acquisitions, we intend to expand Slack's footprint within the enterprise, not just
among Salesforce customers, but for any company undergoing digital transformation 1. As of October 31, 2020 13
+ Salesforce and Slack remain independent companies prior to closing
15+ Salesforce and Slack remain independent companies prior to closing 15
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