Summary
This Form 8-K filing by Microsoft Corporation (MSFT) on June 13, 2016, primarily announces a significant strategic move: the entry into a definitive agreement to acquire LinkedIn Corporation. The transaction is structured as a merger where Microsoft's subsidiary, Liberty Merger Sub Inc., will merge with LinkedIn, with LinkedIn surviving as a wholly owned subsidiary of Microsoft. This acquisition represents a substantial investment by Microsoft, with all outstanding shares of LinkedIn common stock to be acquired for $196.00 in cash per share. The deal is expected to enhance Microsoft's presence in professional networking and related services. The filing outlines the key terms of the Merger Agreement, including the purchase price, the cash-only nature of the consideration, and the conditions for closing, which notably do not include a financing condition or a vote of Microsoft's stockholders. The agreement also includes provisions to prevent LinkedIn from soliciting competing proposals, underscoring Microsoft's commitment to finalizing this transaction.
Key Highlights
- 1Microsoft Corporation entered into an Agreement and Plan of Merger with LinkedIn Corporation on June 11, 2016.
- 2The acquisition price is $196.00 in cash per share of LinkedIn common stock.
- 3LinkedIn will survive the merger as a wholly owned subsidiary of Microsoft.
- 4The transaction is subject to customary closing conditions, including regulatory approvals and LinkedIn stockholder approval.
- 5The acquisition is not subject to a financing condition for Microsoft.
- 6Microsoft stockholders are not required to vote on this merger.
- 7The Merger Agreement contains provisions restricting LinkedIn from soliciting alternative acquisition proposals.