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Salesforce, Inc. 8-K Report, Material Agreement (Jun 1, 2016)

Reports
Material Agreements·Other Events·Exhibits & Filings
Filing Date
Filed June 1, 2016
Period End
May 31, 2016
Security
CRM
In the record · 2016–202610-K1110-Q328-K144

CRM filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 144 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Aug ’18Aug ’18
  2. Material agreement8-K · Dec ’20Dec ’20
  3. Restructuring8-K · Jan ’23Jan ’23
  4. Leadership change8-K · Sep ’26Sep ’26

01—Abstract

Summary

Summary of the 8-K filed June 1, 2016. Cited figures are marked; the original filing is the authoritative source.

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 billiona.

The transaction will be executed through a cash tender offer at $75.00b 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.

02—Key points

Key Highlights

  1. Salesforce.com to acquire Demandware, Inc. in a cash tender offer for approximately $2.8 billion.
  2. The offer price is set at $75.00 per share, net to seller in cash.
  3. The acquisition is expected to be completed in the second quarter of Salesforce's fiscal year 2017 (ending July 31, 2016).
  4. Financing will be a combination of existing cash and up to $500 million from a new term loan facility.
  5. The merger structure allows for a potential expedited closing via a tender offer and subsequent merger, possibly avoiding a shareholder vote.
  6. Customary closing conditions apply, including antitrust approvals (Hart-Scott-Rodino and German Federal Cartel Office).
  7. Demandware shareholders are advised to read the upcoming tender offer materials carefully.

03—Questions

Frequently Asked Questions

  1. What is the primary purpose of this 8-K filing for Salesforce?

    This 8-K filing announces Salesforce.com's entry into a material definitive agreement to acquire Demandware, Inc. for approximately $2.8 billion through a cash tender offer, providing key details about the transaction's structure, terms, and financing.

  2. How will Salesforce finance this acquisition?

    Salesforce intends to finance the acquisition using a combination of its existing cash on hand and up to $500 million from a new term loan facility committed by Bank of America, N.A.

  3. What are the key conditions for the tender offer and merger to be completed?

    Key conditions include the tender of more than 50% of Demandware's outstanding shares, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and approval from the German Federal Cartel Office. The transaction is also subject to other customary closing conditions.

  4. What is the expected timeline for the acquisition?

    The cash tender offer is expected to commence shortly after May 31, 2016, and the overall transaction is anticipated to be completed in the second quarter of Salesforce's fiscal year 2017, which ends on July 31, 2016.

04—Continue

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