salesforce.com, inc. (NYSE:CRM) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01
On May2, 2018, salesforce.com, inc., a Delaware corporation (“Salesforce”), completed the previously announced acquisition of MuleSoft, Inc., a Delaware corporation (“MuleSoft”), to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March20, 2018, by and among Salesforce, MuleSoft and Malbec Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Salesforce (the “Purchaser”).
As previously disclosed, to the Merger Agreement, on April2, 2018, the Purchaser commenced an exchange offer (the “Offer”) to purchase all of the issued and outstanding shares of ClassA common stock, par value $0.000025 per share, of MuleSoft (“MuleSoft ClassA Common Stock,” and such shares, “MuleSoft ClassA Shares”), and ClassB common stock, par value $0.000025 per share, of MuleSoft (“MuleSoft ClassB Common Stock,” and such shares, “MuleSoft ClassB Shares,” and MuleSoft ClassB Common Stock together with MuleSoft ClassA Common Stock, “MuleSoft Common Stock,” and such shares “MuleSoft Shares”), with each MuleSoft Share accepted by the Purchaser in the Offer to be exchanged for $36.00 in cash and 0.0711 of a share of common stock, par value $0.001 per share, of Salesforce (“Salesforce Common Stock”) plus cash in lieu of any fractional shares of Salesforce Common Stock, in each case, without interest, and subject to any applicable withholding taxes (together, the “Transaction Consideration”).
The Offer expired at 11:59 p.m., New York City time, on May1, 2018 (the “Expiration Time”). The depositary and exchange agent for the Offer has advised Salesforce that, as of the Expiration Time, a total of 74,639,665 MuleSoft ClassA Shares and 37,210,949MuleSoft ClassB Shares had been validly tendered and not validly withdrawn to the Offer, which MuleSoft Shares represented approximately 83% of the aggregate voting power of MuleSoft Shares outstanding immediately after the consummation of the Offer. The Purchaser accepted for exchange all MuleSoft Shares validly tendered and not validly withdrawn to the Offer.
On May2, 2018, to the terms of the Merger Agreement and in accordance with Section251(h) of the General Corporation Law of the State of Delaware, the Purchaser merged with and into MuleSoft (the “Merger”), with MuleSoft continuing as the surviving corporation and a wholly owned subsidiary of Salesforce. In the Merger, each MuleSoft Share that was issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than any shares that were excluded to the terms of the Merger Agreement) at the Effective Time was converted into the right to receive the Transaction Consideration.
The foregoing descriptions of the Offer, the Merger and the Merger Agreement in this Item 2.01 do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to Salesforce’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on March21, 2018, and is incorporated herein by reference.
On May2, 2018, Salesforce issued a press release announcing the expiration and results of the Offer and the consummation of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 2.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired. The financial statements of MuleSoft required by Item 2.01(a) to this Current Report on Form 8-K are incorporated herein by reference to MuleSoft’s audited consolidated financial statements as of and for the year ended December31, 2017 included in MuleSoft’s Annual Report on Form 10-K for the year ended December31, 2017 filed by MuleSoft with the United States Securities and Exchange Commission (the “SEC”) on February22, 2018.
(b) Pro Forma Financial Information. The pro forma financial information required by Item 2.01(b) to this Current Report on Form 8-K is incorporated hereby by reference to the unaudited pro forma combined condensed balance sheet as of January31, 2018 and the unaudited pro forma combined condensed statement of operations for the year ended January31, 2018, in each case included in Amendment No.1 to Salesforce’s Registration Statement on Form S-4 filed by Salesforce with the SEC on April23, 2018.
(d) Exhibits
|
Exhibit No. |
Description |
| 23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm |
| 99.1 |
Press Release, dated May 2, 2018 |
| 99.2 | Audited Consolidated Financial Statements of MuleSoft (incorporated by reference to MuleSoft’s Annual Report on Form 10-K for the year ended December31, 2017 filed by MuleSoft with the SEC on February22, 2018) |
| 99.3 | Unaudited Pro Forma Combined Condensed Balance Sheet as of January31, 2018, and the Unaudited Pro Forma Combined Condensed Statement of Operations for the year ended January31, 2018 (in each case incorporated by reference to Amendment No.1 to Salesforce’s Registration Statement on Form S-4 filed by Salesforce with the SEC on April23,2018) |
EXHIBIT INDEX
SALESFORCE COM INC ExhibitEX-23.1 2 d579231dex231.htm EX-23.1 EX-23.1 Exhibit 23.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the registration statements on Form S-8 (Nos. 333-117860; 333-123656; 333-134467; 333-143161; 333-151180; 333-159554; 333-167190; 333-174209; 333-177018; 333-178606; 333-179317; 333-181698; 333-183580; 333-183885; 333-188850; 333-189249; 333-189801; 333-189980; 333-198360; 333-198361; 333-209965; 333-211510; 333-213418; 333-213419; 333-213420; 333-213437; 333-213685; 333-214747; and 333-218598) and Form S-3 (Nos. 333-209964; 333-213506; 333-213507; 333-213684; 333-214746; and 333-222133) of salesforce.com,…To view the full exhibit click here
About salesforce.com, inc. (NYSE:CRM)
salesforce.com, inc. is a provider of enterprise cloud computing solutions, with a focus on customer relationship management (CRM). The Company’s Customer Success Platform, including sales force automation, customer service and support, marketing automation, community management, analytics, application development, Internet of Things (IoT) integration and its professional cloud services, provide the next-generation platform of enterprise applications and services. The Company delivers its solutions as a service through all the Internet browsers and on mobile devices. It sells to businesses of all sizes and in a range of industries across the world on a subscription basis, primarily through its direct sales and also indirectly through partners. Its service offerings include Sales Cloud, Service Cloud, Marketing Cloud, Community Cloud, Analytics Cloud, IoT Cloud and App Cloud. It also offers professional services to facilitate the adoption of its solutions.
