On December 1, 2020, Slack Technologies, Inc. (Slack or the Company) entered into an Agreement and Plan of Merger (the
Merger Agreement) with salesforce.com, inc. (Salesforce), Skyline Strategies I Inc., a Delaware corporation and a wholly owned subsidiary of Salesforce (Merger Sub I), and Skyline Strategies II LLC, a Delaware
limited liability company and a wholly owned subsidiary of Salesforce (Merger Sub II). The Merger Agreement provides for the merger of Merger Sub I with and into Slack, with Slack continuing as the surviving corporation (the
Surviving Corporation) and a direct, wholly owned subsidiary of Salesforce (the First Merger), immediately followed by a second merger of the Surviving Corporation into either Merger Sub II or Salesforce, with either Merger
Sub II or Salesforce continuing as the surviving company (the Second Merger and together with the First Merger, the Mergers).
In
connection with the proposed mergers, Salesforce filed a registration statement on Form S-4 with the Securities and Exchange Commission (the SEC) on December 23, 2020, and the Company filed a
definitive proxy statement with the SEC on January 29, 2021 (the Proxy Statement). The registration statement was declared effective by the SEC on January 29, 2021, and the Company commenced mailing the Proxy Statement on or
about January 29, 2021.
Between December 28, 2020 and February 18, 2021, seven lawsuits were filed by purported Slack stockholders in the
United States District Court for the Northern District of California and six lawsuits were filed by purported Slack stockholders in the United States District Court for the Southern District of New York, each in connection with the mergers, one of
which has been voluntarily dismissed. The complaints name as defendants Slack, the members of the Slack board, and, with respect to three of the actions, Salesforce, Merger Sub I and Merger Sub II. The complaints allege, among other things, that the
defendants caused a materially incomplete and misleading proxy statement relating to the proposed mergers to be filed with the SEC in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9
promulgated thereunder, and in alleged breach of their fiduciary duties. The complaints allege that Slacks board of directors breached their fiduciary duties and that Slack, Salesforce, Merger Sub I and Merger Sub II aided and abetted the
breaches of fiduciary duty by Slacks directors. The complaints seek, among other things, injunctive relief, including enjoining defendants from proceeding with or consummating the Mergers and directing defendants to commence a sale process
reasonably designed to secure the best possible consideration, rescinding the mergers in the event consummated (or awarding rescissory damages), declaratory relief, unspecified monetary damages, and an award of attorneys and experts
fees. The Company believes that the claims asserted in the lawsuits are entirely without merit and that no further disclosure is required by applicable rule, statute, regulation or law beyond that already contained in the Proxy Statement. However,
to avoid the risk that the lawsuits may delay or otherwise adversely affect the consummation of the Mergers, the Company has determined that it will voluntarily make certain supplemental disclosures in the Proxy Statement related to the proposed
Mergers set forth below (the Supplemental Disclosures). Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of
the Supplemental Disclosures set forth herein. To the contrary, the Company specifically denies all allegations in the complaints that any additional disclosure was or is required.
These Supplemental Disclosures will not affect the merger consideration to be paid to the Companys stockholders in connection with the Mergers or the
timing of the Companys virtual special meeting of stockholders scheduled to be held online via live webcast on March 2, 2021 at 10:00 a.m., Pacific Time, at www.virtualshareholdermeeting.com/WORK2021SM (the Special
Meeting). The Slack board of directors continues to unanimously recommend that stockholders vote FOR the merger proposal and FOR the non-binding compensation advisory
proposal.
Supplemental Disclosures to the Proxy Statement/Prospectus
The disclosure in the 19th paragraph under the heading The MergersBackground of the
Mergers is hereby amended as follows (with the new text in underline and eliminated text stricken through):
On September 26, 2020, the Slack board held a special meeting via videoconference with senior management and representatives of Qatalyst
Partners LP (which we refer to as Qatalyst Partners) present at the invitation of the Slack board. Mr. Butterfield updated the Slack board on his conversations with Salesforce executives about a possible acquisition. Representatives
of Qatalyst Partners led a discussion regarding Slacks current valuation, prospects for growth and for improved valuation, certain market and financial perspectives, Salesforces prior acquisition activity, how a negotiation with
Salesforce was likely to unfold, other potential acquirers and related matters. After discussion, the Slack board concluded that Slack should continue discussions with Salesforce and determined to have Mike McNamara, John OFarrell and Graham
Smith, all of whom are nonexecutive, independent directors, constitute a special strategic transaction committee of Slacks board (which we refer to as the Slack committee) and be available to assist
Mr. Butterfield and the Slack board on matters associated with a possible strategic transaction and bring material matters to the Board for deliberation and vote as appropriate. The Slack committee was authorized and empowered to select
financial advisors and negotiate the terms of the financial advisor engagements.