Summary
Salesforce.com, Inc. (CRM) announced a significant strategic move with the signing of an Agreement and Plan of Merger to acquire Demandware, Inc. for approximately $2.8 billion. The transaction will be executed through a cash tender offer at $75.00 per share, with the offer expected to commence shortly and close in the second quarter of Salesforce's fiscal year 2017. This acquisition signals Salesforce's intent to bolster its e-commerce capabilities and expand its market presence. The financing for this acquisition includes a combination of existing cash on hand and a new $500 million term loan commitment from Bank of America, N.A. The merger is structured to allow for a streamlined closing process, potentially bypassing a shareholder vote if certain ownership thresholds are met, and is subject to customary closing conditions including antitrust approvals. Investors should note the forward-looking statements within the filing and consider the potential risks and benefits associated with integrating Demandware's business.
Key Highlights
- 1Salesforce.com to acquire Demandware, Inc. in a cash tender offer for approximately $2.8 billion.
- 2The offer price is set at $75.00 per share, net to seller in cash.
- 3The acquisition is expected to be completed in the second quarter of Salesforce's fiscal year 2017 (ending July 31, 2016).
- 4Financing will be a combination of existing cash and up to $500 million from a new term loan facility.
- 5The merger structure allows for a potential expedited closing via a tender offer and subsequent merger, possibly avoiding a shareholder vote.
- 6Customary closing conditions apply, including antitrust approvals (Hart-Scott-Rodino and German Federal Cartel Office).
- 7Demandware shareholders are advised to read the upcoming tender offer materials carefully.