What is the primary strategic rationale behind Salesforce's acquisition of ExactTarget?

The primary strategic rationale is to enhance Salesforce's Marketing Cloud capabilities. ExactTarget's digital marketing platform, which includes tools for email, mobile, and social media marketing, is expected to significantly strengthen Salesforce's ability to offer comprehensive customer engagement solutions.

What is the total value of the ExactTarget acquisition, and how will it be financed?

The acquisition is valued at $33.75 per share in cash, leading to a total transaction value of approximately $337.5 million if all outstanding shares are tendered. Salesforce has secured a $300 million term loan commitment from Bank of America, N.A. to help finance the purchase price and related expenses.

What are the key conditions for the completion of the tender offer and merger?

The key conditions include the valid tender of a number of shares representing more than 50.00% of ExactTarget's outstanding common stock, and the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Other customary closing conditions are also outlined in the acquisition agreement.

When is the acquisition expected to be completed, and what is the process after the tender offer?

The acquisition is expected to be completed in Salesforce's second fiscal quarter of 2014, which ends on July 31, 2013. Following the successful tender offer, Salesforce plans to complete a merger with ExactTarget, making it a wholly owned subsidiary. If certain conditions are met, a 'short form' merger may be possible, otherwise, a stockholder vote will be required.

CRM 8-K: Material Agreements

Summary

Salesforce.com, Inc. (now Salesforce, Inc.) announced on June 3, 2013, its entry into a definitive agreement to acquire ExactTarget, Inc. through a cash tender offer. The offer price is set at $33.75 per share, valuing the transaction at approximately $337.5 million, assuming all outstanding shares are tendered. This strategic move aims to bolster Salesforce's marketing cloud capabilities by integrating ExactTarget's digital marketing platform, which includes email, mobile, and social media marketing tools. The acquisition is expected to be completed in Salesforce's second fiscal quarter of 2014, ending July 31, 2013. The tender offer is subject to customary closing conditions, including a minimum tender of over 50% of ExactTarget's outstanding shares and regulatory approval under the Hart-Scott-Rodino Act. Salesforce has secured a commitment for a $300 million term loan to help finance the acquisition, alongside potential other funding sources. This acquisition signals Salesforce's continued commitment to expanding its service offerings and market position in the enterprise cloud computing space.

Key Highlights

1Salesforce to acquire ExactTarget for $33.75 per share in cash, representing a total transaction value of approximately $337.5 million.
2The acquisition aims to significantly enhance Salesforce's marketing cloud offerings, integrating ExactTarget's digital marketing technology.
3A cash tender offer will be commenced by Salesforce's subsidiary, Excalibur Acquisition Corp., to acquire all outstanding shares of ExactTarget.
4The deal is expected to close in Salesforce's second fiscal quarter of 2014 (ending July 31, 2013).
5Customary closing conditions apply, including a minimum tender of over 50% of ExactTarget shares and antitrust approval (Hart-Scott-Rodino).
6Salesforce has secured a $300 million commitment for a term loan to help finance the acquisition.
7Certain ExactTarget stockholders, representing approximately 20% of outstanding shares, have entered into support agreements to tender their shares.

Salesforce, Inc. 8-K Report, Material Agreement (Jun 4, 2013)

Summary

Key Highlights

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