Summary
Salesforce.com, Inc. (CRM) announced on June 3, 2012, its entry into a definitive agreement to acquire Buddy Media, Inc. in a transaction valued at approximately $745 million. This acquisition, structured as a merger where Buddy Media will become a wholly owned subsidiary of Salesforce, is a significant move to bolster Salesforce's social media marketing capabilities. The deal involves a combination of cash and Salesforce common stock as consideration, with 70% of the merger consideration payable in cash and the remaining 30% in Salesforce stock, valued based on a trailing volume-weighted average price. This strategic acquisition of Buddy Media, a leader in enterprise social media marketing technology, indicates Salesforce's commitment to expanding its offerings in the rapidly growing social customer relationship management (CRM) space. The merger consideration is subject to customary adjustments and includes an escrow component to secure indemnification obligations from Buddy Media's stockholders. The transaction is expected to close upon satisfaction of customary closing conditions, including regulatory approval under the Hart-Scott-Rodino Act.
Key Highlights
- 1Salesforce.com, Inc. entered into an Agreement and Plan of Merger to acquire Buddy Media, Inc.
- 2The total transaction value for the acquisition of Buddy Media is approximately $745 million.
- 3The acquisition will be structured as a merger, with Buddy Media becoming a wholly owned subsidiary of Salesforce.
- 4The merger consideration will consist of 70% cash and 30% Salesforce common stock.
- 5Salesforce will assume outstanding stock options, restricted stock, and RSUs of Buddy Media (excluding those held by non-continuing employees).
- 6A portion of the merger consideration ($74.5 million) will be held in escrow for one year to cover potential indemnification claims.
- 7The issuance of Salesforce common stock as part of the merger consideration will be registered on a Form S-3 for resale by Buddy Media stockholders.