Salesforce.com, inc. (NYSE:CRM), a Delaware corporation (the “Company”) announced today that, in connection with the Company’s previously announced agreement to acquire Slack Technologies, Inc., a Delaware corporation (“Slack”), the Company is soliciting consents, on behalf of Slack (the “Consent Solicitation”), to adopt certain proposed amendments to the indenture, dated as of April 9, 2020 (the “Indenture”), among Slack and U.S. Bank National Association, as trustee, governing Slack’s $862,500,000 in aggregate principal amount of 0.50% Convertible Senior Notes due 2025 (the “Slack Notes”).
As previously announced, on December 1, 2020, the Company, Skyline Strategies I Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub I”), Skyline Strategies II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub II”), and Slack executed an Agreement and Plan of Merger (the “Merger Agreement”) providing for the merger of Merger Sub I with and into Slack, with Slack continuing as the surviving corporation (the “First Merger”), immediately followed by a second merger of Slack, as the surviving corporation in the First Merger, into either Merger Sub II or the Company, with either Merger Sub II or the Company continuing as the surviving company, as applicable (the “Second Merger” and together with the First Merger, the “Mergers”). The obligations of the Company, Slack and the other parties to the Merger Agreement to consummate the Mergers in accordance with the terms thereof are not conditioned on the successful completion of the Consent Solicitation or on obtaining the requisite consents to the Amendments (as defined below).
The Consent Solicitation is being made upon the terms and subject to the conditions set forth in the consent solicitation statement, dated as of January 26, 2021 (as the same may be amended or supplemented from time to time, the “Consent Solicitation Statement”). The Company reserves the absolute right, subject to applicable laws, to amend, waive or modify the terms of the Consent Solicitation with respect to the Slack Notes in any manner. For a complete statement of the terms and conditions of the Consent Solicitation, Holders (as defined below) of the Slack Notes should refer to the Consent Solicitation Statement.
The primary purpose of the Consent Solicitation is to amend the Indenture to modify the merger covenant with respect to the Slack Notes to remove the requirement that the successor in any merger of Slack with or into another person be a corporation and to make certain other conforming changes (the “Amendments”). Upon effectiveness of the Amendments, the merger covenant applicable to the Slack Notes will not prohibit Slack from merging into Merger Sub II, with Merger Sub II continuing as the surviving company, in the Second Merger. The Amendments will not affect the other rights of holders of the Slack Notes, including rights with respect to events or transactions that constitute a Make-Whole Fundamental Change (as defined in the Indenture).
The Consent Solicitation will expire at 5:00 p.m., New York City time, on February 1, 2021, unless earlier terminated or extended by the Company (the “Expiration Date”). Consummation of the Consent Solicitation, and the effectiveness of the supplemental indenture implementing the Amendments (the “Supplemental Indenture”), is conditioned on receipt of valid (and not validly revoked) consents from persons in whose name Slack Notes are registered (the “Holders”) at 5:00 p.m., New York City time, on January 25, 2021 (the “Record Date”) and their duly designated proxies in respect of at least a majority of the aggregate principal amount of the Slack Notes then outstanding (determined in accordance with Article 8 of the Indenture). Consummation of the Consent Solicitation, and effectiveness of the Supplemental Indenture, is also conditioned upon the satisfaction or waiver of certain other closing conditions, as described in the Consent Solicitation Statement, each of which may be waived by the Company at any time. The Amendments will become operative upon the closing of the First Merger and the payment of the Consent Fee (as defined below).
The Company will promptly pay or cause to be paid, after the Expiration Date and subject to the occurrence of, and upon the latest to occur of, (1) the satisfaction or waiver of all conditions to the Consent Solicitation, as described in the Consent Solicitation Statement, and (2) the closing of the First Merger, to The Depository Trust Company for the benefit of each Holder of Slack Notes who has delivered (and not validly revoked) a valid consent in favor of the Amendments prior to the Expiration Date a cash payment (the “Consent Fee”) of $1.25 for each $1,000 principal amount of Slack Notes in respect of which such consent has been delivered.
The Solicitation Agent in connection with the Consent Solicitation is BofA Securities. Questions regarding the consent solicitation may be directed to BofA Securities at (980) 388-3646 or debt_advisory@bofa.com. Global Bondholder Services Corporation is serving as information agent (the “Information Agent’) and tabulation agent in connection with the Consent Solicitation. Requests for assistance in delivering consents or for additional copies of the Consent Solicitation Statement should be directed to the Information Agent at (866) 470-4500 (toll free) or (212) 430-3774 (banks and brokers).
This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities. The Consent Solicitation is being made solely by the Consent Solicitation Statement and is subject to the terms and conditions stated therein. The Company reserves the right to modify the Consent Solicitation Statement or to terminate the Consent Solicitation.
