SAN FRANCISCO, March 20, 2018 /PRNewswire/ -- Salesforce
(NYSE: CRM), the global leader in CRM, and MuleSoft (NYSE: MULE),
the provider of one of the world's leading platforms for building
application networks, have entered into a definitive agreement
under which Salesforce will acquire MuleSoft for an enterprise
value of approximately $6.5
billion.
Comments on the News:
- "Every digital transformation starts and ends with the
customer," said Marc Benioff,
Chairman and CEO, Salesforce. "Together, Salesforce and MuleSoft
will enable customers to connect all of the information throughout
their enterprise across all public and private clouds and data
sources—radically enhancing innovation. I am thrilled to welcome
MuleSoft to the Salesforce Ohana."
- "With the full power of Salesforce behind us, we have a
tremendous opportunity to realize our vision of the application
network even faster and at scale," said Greg Schott, MuleSoft Chairman and CEO.
"Together, Salesforce and MuleSoft will accelerate our customers'
digital transformations enabling them to unlock their data across
any application or endpoint."
MuleSoft: One of the World's Leading Application Network
Platforms
MuleSoft provides one of the world's leading
platforms for building application networks that connect enterprise
apps, data and devices, across any cloud and on-premise. More than
1,200 customers, including Coca-Cola, Barclays, Unilever and Mount
Sinai, rely on MuleSoft to change and innovate faster, deliver
differentiated customer experiences, and increase operational
efficiency.
Acquisition to Accelerate Customers' Digital
Transformations
Together, Salesforce and MuleSoft will
accelerate customers' digital transformations, enabling them to
unlock data across legacy systems, cloud apps and devices to make
smarter, faster decisions and create highly differentiated,
connected customer experiences.
MuleSoft will continue to build toward the company's vision of
the application network with Anypoint Platform, and MuleSoft will
power the new Salesforce Integration Cloud, which will enable all
enterprises to surface any data—regardless of where it resides—to
drive deep and intelligent customer experiences throughout a
personalized 1:1 journey.
As part of the world's #1 CRM company and fastest growing top 5
enterprise software company, MuleSoft will be able to accelerate
its growth and deliver even more innovation to its customers at
scale.
Details Regarding the Proposed MuleSoft
Acquisition
The boards of directors of Salesforce and
MuleSoft have unanimously approved the transaction.
Under the terms of the transaction, the MuleSoft acquisition
consideration will be composed of $36.00 in cash and 0.0711 shares of Salesforce
common stock per MuleSoft Class A and Class B common share, which
represents a per share price for MuleSoft common shares of
$44.89 based on the closing price of
Salesforce common stock on March 19,
2018. The per share price represents a 36% premium over
MuleSoft's closing share price on March 19,
2018.
Under the terms of the transaction, Salesforce will commence an
exchange offer to acquire all of the outstanding shares of
MuleSoft. The transaction is expected to close in the second
quarter of Salesforce's fiscal year 2019, ending July 31, 2018, subject to the satisfaction of
customary closing conditions, including the tender by MuleSoft
stockholders of shares representing a majority of the MuleSoft
common stock voting power, on a one-vote per share basis, and the
expiration of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act. Stockholders of
MuleSoft owning approximately 30% of the outstanding shares have
entered into tender and support agreements with Salesforce,
pursuant to which they have agreed, among other things, and subject
to the terms and conditions of the agreements, to tender their
shares of MuleSoft common stock in the exchange offer. Following
the successful completion of the exchange offer, MuleSoft shares
not tendered in the exchange offer will be converted in a second
step merger into the right to receive the same $36.00 in cash and 0.0711 shares of Salesforce
common stock, paid in the exchange offer, per MuleSoft
share.
Salesforce expects to fund the cash consideration with cash from
its balance sheet and approximately $3.0
billion of proceeds from a combination of term loans and/or
the issuance of debt securities. The relative mix of each will
depend on prevailing market conditions. Salesforce has obtained a
commitment from BofA Merrill Lynch for a $3.0 billion bridge loan facility, subject to
customary conditions. This transaction is not subject to any
financing condition.
BofA Merrill Lynch is serving as exclusive financial advisor to
Salesforce. Goldman, Sachs & Co. is serving as exclusive
financial advisor to MuleSoft.
Management Conference Call
Salesforce and MuleSoft
will host a conference call to discuss this transaction at
2:30 p.m. (PT) / 5:30 p.m. (ET) on March
20, 2018. A live dial-in is available domestically at
866-901-SFDC or 866-901-7332 and internationally at 706-902-1764,
passcode 6797006. A live audiocast of the event will be available
on the Salesforce Investor Relations website at
http://www.salesforce.com/investor and on MuleSoft's website at
https://investor.mulesoft.com. A replay will be available at
800-585-8367 or 855-859-2056 until midnight (ET) April 19, 2018.
Additional Information and Where to Find It
The
exchange offer referenced in this communication has not yet
commenced. This communication is for informational purposes
only and is neither an offer to purchase nor a solicitation of an
offer to sell shares, nor is it a substitute for any offer
materials that Salesforce, its acquisition subsidiary and MuleSoft
will file with the U.S. Securities and Exchange Commission (the
"SEC"). At the time the exchange offer is commenced,
Salesforce and its acquisition subsidiary will file a tender offer
statement on Schedule TO, Salesforce will file a registration
statement on Form S-4 and MuleSoft will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the exchange offer. THE EXCHANGE OFFER
MATERIALS (INCLUDING AN OFFER TO EXCHANGE, A RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER EXCHANGE OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION. MULESOFT STOCKHOLDERS ARE URGED TO READ THESE
DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF MULESOFT SECURITIES
SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING EXCHANGING
THEIR SECURITIES. The Solicitation/Recommendation Statement,
the Offer to Exchange, the related Letter of Transmittal and
certain other exchange offer documents will be made available to
all MuleSoft stockholders at no expense to them. The exchange
offer materials and the Solicitation/Recommendation Statement will
be made available for free on the SEC's website at www.sec.gov.
Copies of the documents filed with the SEC by Salesforce will be
available free of charge under the Financials heading of the
Investor Relations section of 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 MuleSoft will be available free of
charge under the SEC filings heading of the Investor section of
MuleSoft's website at https://investors.mulesoft.com or by
contacting MuleSoft's Investor Relations department at
investorrelations@mulesoft.com.
In addition to the Solicitation/Recommendation Statement, the
Offer to Exchange, the related Letter of Transmittal and certain
other exchange offer documents, Salesforce and MuleSoft file
annual, quarterly and current reports and other information with
the SEC. You may read and copy any reports or other
information filed by Salesforce and MuleSoft at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the public
reference room. Salesforce's and MuleSoft's filings with the
SEC are also available to the public from commercial
document-retrieval services and at the website maintained by the
SEC at http://www.sec.gov.
Forward-Looking Statements
This communication contains
forward-looking information related to the Company, MuleSoft and
the acquisition of MuleSoft by the Company that involves
substantial risks, uncertainties and assumptions that could cause
actual results to differ materially from those expressed or implied
by such statements. Forward-looking statements in this
communication include, among other things, statements about the
potential benefits of the proposed transaction, the Company's
plans, objectives, expectations and intentions, the financial
condition, results of operations and business of the Company, and
the anticipated timing of closing of the proposed
transaction. Risks and uncertainties include, among other
things, risks related to the ability of the Company to consummate
the proposed transaction on a timely basis or at all, including due
to complexities resulting from the adoption of new accounting
pronouncements and associated system implementations; the
satisfaction of the conditions precedent to consummation of the
proposed transaction, including having a sufficient number of
MuleSoft's shares being validly tendered into the exchange offer to
meet the minimum condition; the Company's ability to secure
regulatory approvals on the terms expected, in a timely manner or
at all; the Company's ability to successfully integrate MuleSoft's
operations; the Company's ability to implement its plans, forecasts
and other expectations with respect to MuleSoft's business after
the completion of the transaction and realize expected synergies;
the ability to realize the anticipated benefits of the proposed
transaction, including the possibility that the expected benefits
from the proposed transaction will not be realized or will not be
realized within the expected time period; disruption from the
transaction making it more difficult to maintain business and
operational relationships; the negative effects of the announcement
or the consummation of the proposed transaction on the market price
of the Company's common stock or on the Company's operating
results; significant transaction costs; unknown liabilities; the
risk of litigation or regulatory actions related to the proposed
transaction; the pace of change and innovation in enterprise cloud
computing services; the competitive nature of the market in which
the Company participates; the Company's service performance and
security, including the resources and costs required to prevent,
detect and remediate potential security breaches; the expenses
associated with new data centers and third-party infrastructure
providers; additional data center capacity; the Company's ability
to protect its intellectual property rights and develop its brands;
dependency on the development and maintenance of the infrastructure
of the Internet; the ability to develop new services and product
features; other business effects, including the effects of
industry, market, economic, political or regulatory conditions;
future exchange and interest rates; changes in tax and other laws,
regulations, rates and policies, including those related to the
provision of services on the Internet, those related to accessing
the Internet and those addressing data privacy and import and
export controls; future business combinations or disposals; the
uncertainties inherent in research and development; competitive
developments and climate change.
Further information on these and other risk and uncertainties
relating to Salesforce and MuleSoft can be found in their
respective reports on Forms 10-K, 10-Q and 8-K and in other filings
Salesforce and MuleSoft make with the SEC from time to time and
available at www.sec.gov. These documents are available on the SEC
Filings section of the Investor Information section of Salesforce's
website at www.salesforce.com/investor and the Investor section of
MuleSoft's website at https://investors.mulesoft.com/.
The forward-looking statements included in this communication
are made only as of the date hereof. Salesforce and MuleSoft
assumes no obligation and does not intend to update these
forward-looking statements, except as required by law.
About MuleSoft
MuleSoft's mission is to help
organizations change and innovate faster by making it easy to
connect the world's applications, data and devices. With its
API-led approach to connectivity, MuleSoft's industry-leading
Anypoint Platform™ is enabling more than 1,200 organizations in
approximately 60 countries to build application networks. For more
information, visit https://www.mulesoft.com.
About Salesforce
Salesforce, the global leader in CRM,
empowers companies to connect with their customers in a whole new
way. For more information about Salesforce (NYSE: CRM), visit
http://www.salesforce.com.
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SOURCE Salesforce