UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
May 2, 2018
Date of Report (date of earliest event reported)
salesforce.com, inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-32224 | 94-3320693 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
The Landmark @ One Market, Suite 300
San Francisco, CA 94105
(Address of principal executive offices)
Registrant’s telephone number, including area code: (415) 901-7000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On May 2, 2018, salesforce.com, inc., a Delaware corporation (“Salesforce”), completed the previously announced acquisition of MuleSoft, Inc., a Delaware corporation (“MuleSoft”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 20, 2018, by and among Salesforce, MuleSoft and Malbec Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Salesforce (the “Purchaser”).
As previously disclosed, pursuant to the Merger Agreement, on April 2, 2018, the Purchaser commenced an exchange offer (the “Offer”) to purchase all of the issued and outstanding shares of Class A common stock, par value $0.000025 per share, of MuleSoft (“MuleSoft Class A Common Stock,” and such shares, “MuleSoft Class A Shares”), and Class B common stock, par value $0.000025 per share, of MuleSoft (“MuleSoft Class B Common Stock,” and such shares, “MuleSoft Class B Shares,” and MuleSoft Class B Common Stock together with MuleSoft Class A Common Stock, “MuleSoft Common Stock,” and such shares “MuleSoft Shares”), with each MuleSoft Share accepted by the Purchaser in the Offer to be exchanged for $36.00 in cash and 0.0711 of a share of common stock, par value $0.001 per share, of Salesforce (“Salesforce Common Stock”) plus cash in lieu of any fractional shares of Salesforce Common Stock, in each case, without interest, and subject to any applicable withholding taxes (together, the “Transaction Consideration”).
The Offer expired at 11:59 p.m., New York City time, on May 1, 2018 (the “Expiration Time”). The depositary and exchange agent for the Offer has advised Salesforce that, as of the Expiration Time, a total of 74,639,665 MuleSoft Class A Shares and 37,210,949 MuleSoft Class B Shares had been validly tendered and not validly withdrawn pursuant to the Offer, which MuleSoft Shares represented approximately 83% of the aggregate voting power of MuleSoft Shares outstanding immediately after the consummation of the Offer. The Purchaser accepted for exchange all MuleSoft Shares validly tendered and not validly withdrawn pursuant to the Offer.
On May 2, 2018, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, the Purchaser merged with and into MuleSoft (the “Merger”), with MuleSoft continuing as the surviving corporation and a wholly owned subsidiary of Salesforce. In the Merger, each MuleSoft Share that was issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than any shares that were excluded pursuant to the terms of the Merger Agreement) at the Effective Time was converted into the right to receive the Transaction Consideration.
The foregoing descriptions of the Offer, the Merger and the Merger Agreement in this Item 2.01 do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to Salesforce’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on March 21, 2018, and is incorporated herein by reference.
| Item 8.01 | Other Events. |
On May 2, 2018, Salesforce issued a press release announcing the expiration and results of the Offer and the consummation of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired. The financial statements of MuleSoft required by Item 9.01(a) to this Current Report on Form 8-K are incorporated herein by reference to MuleSoft’s audited consolidated financial statements as of and for the year ended December 31, 2017 included in MuleSoft’s Annual Report on Form 10-K for the year ended December 31, 2017 filed by MuleSoft with the United States Securities and Exchange Commission (the “SEC”) on February 22, 2018.
(b) Pro Forma Financial Information. The pro forma financial information required by Item 9.01(b) to this Current Report on Form 8-K is incorporated hereby by reference to the unaudited pro forma combined condensed balance sheet as of January 31, 2018 and the unaudited pro forma combined condensed statement of operations for the year ended January 31, 2018, in each case included in Amendment No. 1 to Salesforce’s Registration Statement on Form S-4 filed by Salesforce with the SEC on April 23, 2018.
(d) Exhibits
| Exhibit No. |
Description | |
| 23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm | |
| 99.1 | Press Release, dated May 2, 2018 | |
| 99.2 | Audited Consolidated Financial Statements of MuleSoft (incorporated by reference to MuleSoft’s Annual Report on Form 10-K for the year ended December 31, 2017 filed by MuleSoft with the SEC on February 22, 2018) | |
| 99.3 | Unaudited Pro Forma Combined Condensed Balance Sheet as of January 31, 2018, and the Unaudited Pro Forma Combined Condensed Statement of Operations for the year ended January 31, 2018 (in each case incorporated by reference to Amendment No. 1 to Salesforce’s Registration Statement on Form S-4 filed by Salesforce with the SEC on April 23, 2018) | |
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| salesforce.com, inc. | ||
| By: | /s/ Mark Hawkins | |
| Mark Hawkins | ||
| President and Chief Financial Officer | ||
Dated: May 2, 2018
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements on Form S-8 (Nos. 333-117860; 333-123656; 333-134467; 333-143161; 333-151180; 333-159554; 333-167190; 333-174209; 333-177018; 333-178606; 333-179317; 333-181698; 333-183580; 333-183885; 333-188850; 333-189249; 333-189801; 333-189980; 333-198360; 333-198361; 333-209965; 333-211510; 333-213418; 333-213419; 333-213420; 333-213437; 333-213685; 333-214747; and 333-218598) and Form S-3 (Nos. 333-209964; 333-213506; 333-213507; 333-213684; 333-214746; and 333-222133) of salesforce.com, inc. of our report dated February 22, 2018, with respect to the consolidated balance sheets of MuleSoft, Inc. and subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes (collectively, the “consolidated financial statements”), which report is incorporated by reference in the Form 8-K of salesforce.com, inc. dated May 2, 2018.
/s/ KPMG LLP
Santa Clara, California
May 2, 2018
Exhibit 99.1
Media Contacts
John Cummings
Salesforce
Investor Relations
415-778-4188
jcummings@salesforce.com
Gina Sheibley
Salesforce
Public Relations
917-297-8988
gsheibley@salesforce.com
Salesforce Completes Exchange Offer for MuleSoft Common Stock
SAN FRANCISCO, May 2, 2018 — Salesforce (NYSE: CRM), the global leader in CRM, today announced the successful completion of its previously announced exchange offer for all of the outstanding shares of Class A common stock and Class B common stock of MuleSoft, Inc. (“MuleSoft”), at a per share price of $36.00 in cash and 0.0711 of a share of Salesforce common stock, together with cash in lieu of any fractional shares of Salesforce common stock, without interest and less any applicable withholding taxes.
The exchange offer expired at 11:59 p.m., New York City Time, on Tuesday, May 1, 2018 and was not extended. As of the expiration of the exchange offer, a total of approximately 74,639,665 shares of Class A common stock of MuleSoft and 37,210,949 shares of Class B common stock of MuleSoft were validly tendered in the exchange offer and not validly withdrawn, representing approximately 83% of the aggregate voting power of the shares of MuleSoft common stock outstanding immediately after the consummation of the exchange offer. All shares that were validly tendered and not validly withdrawn have been accepted by Salesforce for payment in accordance with the terms of the exchange offer.
Salesforce completed the acquisition of MuleSoft today through a second-step merger of a wholly-owned subsidiary of Salesforce with and into MuleSoft, in accordance with Section 251(h) of the General Corporation Law of the State of Delaware. Each remaining share of Class A common stock and Class B common stock of MuleSoft not purchased in the exchange offer (other than shares held in the treasury of MuleSoft and any shares owned by Salesforce, MuleSoft or any of their respective subsidiaries and shares held by any MuleSoft stockholder who has validly exercised its appraisal rights under the General Corporation Law of the State of Delaware) was converted into the right to receive the same $36.00 in cash and 0.0711 of a share of Salesforce common stock, together with cash in lieu of any fractional shares of Salesforce common stock, without interest and less any applicable withholding taxes, that will be paid in the exchange offer. Upon completion of the merger, MuleSoft became a wholly-owned subsidiary of Salesforce.
As a result of the acquisition, shares of Class A common stock of MuleSoft ceased trading prior to the open of the market on May 2, 2018 and will no longer be listed on the New York Stock Exchange.
About Salesforce
Salesforce, the global leader in CRM, empowers companies to connect with their customers in a whole new way. For more information about Salesforce (NYSE: CRM), visit http://www.salesforce.com.
Forward-Looking Statements
This communication may contain forward-looking information related to Salesforce, MuleSoft and the acquisition of MuleSoft by Salesforce that involves substantial risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements in this communication include, among other things, statements about the potential benefits of the transaction, Salesforce’s plans, objectives, expectations and intentions, and the financial condition, results of operations and business of Salesforce. Risks and uncertainties include, among other things, risks related to Salesforce’s ability to successfully integrate MuleSoft’s operations; Salesforce’s ability to implement its plans, forecasts and other expectations with respect to MuleSoft’s business after the completion of the transaction and realize expected synergies; the ability to realize the anticipated benefits of the transaction, including the possibility that the expected benefits from the transaction will not be realized or will not be realized within the expected time period; disruption from the transaction making it more difficult to maintain business and operational relationships; the negative effects of the consummation of the transaction on the market price of Salesforce’s common stock or on Salesforce’s operating results; significant transaction costs; unknown liabilities; the pace of change and innovation in enterprise cloud computing services; the competitive nature of the market in which Salesforce participates; Salesforce’s service performance and security, including the resources and costs required to prevent, detect and remediate potential security breaches; the expenses associated with new data centers and third-party infrastructure providers; additional data center capacity; Salesforce’s ability to protect its intellectual property rights and develop its brands; dependency on the development and maintenance of the infrastructure of the Internet; the ability to develop new services and product features; other business effects, including the effects of industry, market, economic, political or regulatory conditions; future exchange and interest rates; changes in tax and other laws, regulations, rates and policies, including those related to the provision of services on the Internet, those related to accessing the Internet and those addressing data privacy and import and export controls; future business combinations or disposals; the uncertainties inherent in research and development; competitive developments and climate change.
Further information on these and other risk and uncertainties relating to Salesforce can be found in its reports filed on Forms 10-K, 10-Q and 8-K and in other filings Salesforce makes with the U.S. Securities and Exchange Commission from time to time and available at www.sec.gov. These documents are available under the Financials heading of the Investor Relations section of Salesforce’s website at www.salesforce.com/investor.
The forward-looking statements included in this communication are made only as of the date hereof. Salesforce assumes no obligation and does not intend to update these forward-looking statements, except as required by law.