01—Abstract
Summary
Summary of the 8-K filed March 21, 2018. Cited figures are marked; the original filing is the authoritative source.
This 8-K filing by Salesforce, Inc. (CRM) on March 20, 2018, announces a significant material definitive agreement: the entry into an Agreement and Plan of Merger to acquire MuleSoft, Inc. The proposed transaction involves an exchange offer where Salesforce will acquire all outstanding MuleSoft Class A and Class B common stock for a combination of cash ($36.00a per share) and Salesforce common stock (0.0711 shares per share), plus cash in lieu of fractional shares.
This acquisition marks a strategic move by Salesforce to expand its platform capabilities and customer reach. The transaction is structured as a two-step process: first, an exchange offer by a Salesforce subsidiary for MuleSoft shares, followed by a merger of the subsidiary with MuleSoft. The acquisition is subject to customary closing conditions, including antitrust approvals and a minimum tender condition representing a majority of MuleSoft's voting power.
The cash portion of the consideration is expected to be financed through a combination of existing cash and a $3.0 billionb bridge loan facility. Key shareholders representing approximately 30% of MuleSoft's outstanding shares have entered into Tender and Support Agreements to tender their shares.
02—Key points
Key Highlights
- Salesforce to acquire MuleSoft, Inc. for a combination of cash and stock.
- The transaction will be executed via a two-step process: an initial exchange offer followed by a merger.
- The offer price is $36.00 in cash and 0.0711 shares of Salesforce common stock per MuleSoft share.
- Key closing conditions include regulatory approvals (e.g., HSR Act) and a minimum tender threshold representing a majority of MuleSoft's voting power.
- Approximately 30% of MuleSoft's shares are backed by Tender and Support Agreements from key stockholders.
- Salesforce has secured a $3.0 billion bridge loan facility to help finance the cash component of the acquisition.
- The MuleSoft board of directors has unanimously approved the merger agreement and recommends that its stockholders tender their shares.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K filing?
This filing announces that Salesforce has entered into a definitive merger agreement to acquire MuleSoft, Inc. It details the terms of the proposed acquisition, which will be conducted through an exchange offer and a subsequent merger.
What is the value of the proposed acquisition of MuleSoft?
The filing specifies the consideration for each MuleSoft share as $36.00 in cash plus 0.0711 shares of Salesforce common stock. The total value would depend on the market price of Salesforce's stock at the time of closing and the total number of MuleSoft shares acquired.
How will the acquisition be financed?
The cash portion of the acquisition consideration is expected to be financed through a combination of Salesforce's existing cash on hand and a new $3.0 billion, 364-day senior unsecured bridge loan facility.
What are the conditions required for the acquisition to close?
Key conditions include the successful completion of Salesforce's exchange offer (acquiring at least a majority of MuleSoft's voting power), expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, effectiveness of a registration statement for Salesforce shares to be issued, and the absence of any material adverse effect on MuleSoft's business.
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