Item 8.01 Other Events.
As previously disclosed, 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, and Skyline
Strategies II LLC, a Delaware limited liability company and a wholly owned
subsidiary of Salesforce, pursuant to which, and upon the terms and subject to
the conditions therein, Salesforce has agreed to acquire the Company (the
"Transaction").
The transaction is conditioned on the expiration or termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"). On December 14, 2020, the Company and Salesforce each
filed a Notification and Report Form with respect to the transaction, and on
January 13, 2021, the Company and Salesforce each voluntarily withdrew its HSR
filing, and re-filed such forms on January 15, 2021. Pursuant to the HSR Act, on
February 16, 2021, the Company and Salesforce each received a request for
additional information and documentary material, often referred to as a "Second
Request," from the Antitrust Division of the Department of Justice (the "DOJ").
Issuance of the Second Request extends the waiting period under the HSR Act
until 30 days after the Company and Salesforce have each substantially complied
with the Second Request, unless the period for review is extended voluntarily by
the parties and the DOJ or is terminated earlier by the DOJ. The Company and
Salesforce have and will continue to cooperate fully with the DOJ in its review.
The Company continues to anticipate completing the Transaction during its fiscal
quarter ending July 31, 2021, subject to the satisfaction or waiver of the
closing conditions specified in the Merger Agreement.
Forward-Looking Statements
This communication relates to a proposed business combination transaction
between Salesforce and Slack. This communication includes forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended. 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 company's 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's or Slack's 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 Salesforce's or Slack's 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 Slack's operations; the ability of Salesforce to
implement its plans, forecasts and other expectations with respect to
Salesforce's 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, are included in the
registration statement on Form S-4 (as amended, the "Registration Statement")
that was filed by Salesforce with the Securities and Exchange Commission (the
"SEC") and declared effective by the SEC on January 29, 2021, the prospectus
that was filed by Salesforce with the SEC on January 29, 2021 (the "Prospectus")
and a definitive proxy statement that was filed by Slack with the SEC on
January 29, 2021 (the "Proxy Statement"). While the list of factors presented
here is, and the list of factors to be presented in the Registration Statement
on Form S-4, Prospectus or Proxy Statement 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 Salesforce's and Slack's respective
periodic reports and other filings with the SEC, including the risk factors
identified in Salesforce's and Slack's 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.
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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 Act.
Additional Information about the Merger and Where to Find It
In connection with the proposed transaction, Salesforce filed with the SEC the
Registration Statement and the Prospectus, and Slack filed with the SEC the
Proxy Statement. The Registration Statement was declared effective on
January 29, 2021 and the Prospectus and the Proxy Statement were first mailed to
stockholders of Slack on or about January 29, 2021. Each of Salesforce and Slack
may also file other relevant documents with the SEC regarding the proposed
transaction. The information in the Prospectus and Proxy Statement may be
changed. This document is not a substitute for the Registration Statement, the
Prospectus and the Proxy Statement or any other document that Salesforce or
Slack may file with the SEC. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT, THE PROSPECTUS AND THE PROXY STATEMENT 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 BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and stockholders are able to obtain free copies of the Registration
Statement, the Prospectus and the Proxy Statement and all 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 Salesforce's website
at http://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 Slack will be available free of charge on Slack's website at
investor.slackhq.com or by contacting Slack's 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
Salesforce's proxy statement for its 2020 Annual Meeting of Stockholders, which
was filed with the SEC on May 1, 2020, and Salesforce's 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 Slack's proxy statement for its 2020
Annual Meeting of Stockholders, which was filed with the SEC on May 5, 2020, and
Slack's Annual Report on Form 10-K for the fiscal year ended January 31, 2020,
which was filed with the SEC on March 12, 2020. Investors may obtain additional
information regarding the interests of those persons and other persons who may
be deemed participants in the proposed transaction by reading the Prospectus and
the Proxy Statement and other relevant materials to be filed with the SEC
regarding the proposed transaction when such materials become available.
Investors and stockholders should read the Prospectus and the Proxy Statement
carefully 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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