Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
December 17 2020 - 6:02AM
Edgar (US Regulatory)
Filed by Slack Technologies, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Slack Technologies, Inc.
Commission File No.: 001-38926
This filing relates to the proposed merger of Slack Technologies, Inc., a Delaware Corporation (Slack), with Skyline Strategies I Inc.
(Merger Sub I), a Delaware corporation and a wholly owned subsidiary of salesforce.com, inc., a Delaware corporation (Salesforce), pursuant to the terms of that certain Agreement and Plan of Merger, dated as of
December 1, 2020, by and among Salesforce, Merger Sub I, Skyline Strategies II LLC, a Delaware corporation and a wholly owned subsidiary of Salesforce, and Slack.
The following is a transcript of a portion of
an interview with the Washington Post given by Stewart Butterfield, Chief Executive Officer and Co-Founder of Slack, on December 15, 2020.
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Geoffrey Fowler:
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Right. So we have just a few minutes left, and I want to make sure I, of course, talk about the big news of the last month, which is Slack being acquired by Salesforce. I want to put that in a context. Theres been a lot of
conversation about the impact of monopolies and antitrust on tech. I want to ask, could Slack have survived on its own without being acquired, or do medium-sized tech companies need courts and regulators to
help them?
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Stewart Butterfield:
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No. I mean, so theres all kinds of companies around the same size as us that I think are thriving. Im not sure I totally agreed with the editorial positioning at the beginning of the interview, because we are a company
that launched, lets see, not quite seven years ago, so its about six and a half years ago, and are around a billion-dollar run rate for revenue. Were growing incredibly quickly. We added 12,000 net new paid customers last quarter
compared to 5,000 the year before, so 140% growth. And you look around, theres, I think, a misconception that Slack hasnt been successful, the enterprise. The largest government contractor in the United States is wall-to-wall in Slack. The number one retailer, wall-to-wall in Slack. The number one in
apparel, wall-to-wall in Slack. The countrys largest issuer of credit cards,
wall-to-wall in Slack.
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Stepping a little bit further out, we have customers like the Veterans Affairs Administration, the operators of the largest integrated healthcare system in the U.S. Thats enterprise. So I think we would have been fine on our
own, and we were fine. And we were very successful. I think there is the opportunity for something thats a really unique combination here, that this might sound silly, but what Bret Taylor and I would call one plus one equals seven. We were
looking for, really, a non-linear impact. Its not just we have some software. Theyve got a lot of salespeople, and so were going to sell more of our software. But theres a real
opportunity to shift the way that people work.
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Geoffrey Fowler:
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Right. But Slack has argued in an antitrust suit against Microsoft in Europe that its bundling of Teams and Office is anti-competitive. Are you planning to file any further legal action against Microsoft?
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Stewart Butterfield:
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No. Thats working its way through the system, and its just something that happens in the normal course of business. You can look at Google and Oracle going at each other back and forth. AWS is clearly number one in cloud
and still made a complaint about the Defense Departments JEDI contract going to Microsoft and litigated that. It would be foolish, I think, and kind of a breach of our fiduciary duty to shareholders to kind of just sit back and let
anti-competitive illegal bundling behavior happen and not complain about it, because whats the point of having regulations if they dont get enforced? I think over the long run, its not a fast process, but over the long run, the
European Commission will find in our favor, and well see how that works out.
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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.
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