Salesforce Announces Receipt of Requisite Consents, Effective Time and Expiration Date of Consent Solicitation

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Feb 11, 2021, 08:00 ET

SAN FRANCISCO, Feb. 11, 2021 /PRNewswire/ -- salesforce.com, inc. (NYSE:CRM), a Delaware corporation (the "Company") announced today that, in connection with the Company's previously announced solicitation of consents (the "Consent Solicitation") on behalf of Slack Technologies, Inc., a Delaware corporation ("Slack"), to adopt certain proposed amendments (the "Amendments") to the indenture, dated as of April 9, 2020 (the "Indenture"), among Slack and U.S. Bank National Association, as trustee (the "Trustee"), governing Slack's $862,500,000 in aggregate principal amount of 0.50% Convertible Senior Notes due 2025 (the "Slack Notes"), eligible Holders (as defined in the Consent Solicitation Statement referred to below) in respect of a majority of the aggregate principal amount of the then outstanding Slack Notes, determined in accordance with the Indenture, have delivered (and not validly revoked) valid consents (the "Requisite Consents") to adopt the Amendments. The terms and conditions of the Amendments are set forth in the consent solicitation statement, dated as of January 26, 2021, as supplemented on February 2, 2021 and as further supplemented on February 8, 2021 (the "Consent Solicitation Statement").

Following receipt of the Requisite Consents, Slack and the Trustee executed on February 10, 2021 (the "Effective Time") a supplemental indenture (the "Supplemental Indenture") to the Indenture effecting the Amendments. Pursuant to the Supplemental Indenture, the Amendments will become operative upon the closing of the First Merger (as defined below) and the payment of the Consent Fee (as defined below). The ability of Holders to revoke validly delivered consents terminated upon the occurrence of the Effective Time.

The Consent Solicitation expired at 5:00 p.m., New York City time, on February 10, 2021 (the "Expiration Date"). The Company will promptly pay or cause to be paid, subject to the occurrence of, and upon the latest to occur of, (1) the satisfaction or waiver of all conditions to the Consent Solicitation, as described in the Consent Solicitation Statement and (2) the Payment Date (as defined below), to The Depository Trust Company for the benefit of each Holder of Slack Notes as of the Record Date (as defined in the Consent Solicitation Statement) who has delivered (and not validly revoked prior to the Effective Time) a valid consent in favor of the Amendments prior to the Expiration Date a cash payment (the "Consent Fee") of $9.00 for each $1,000 principal amount of Slack Notes in respect of which such consent has been delivered. The "Payment Date" shall be the earlier to occur of (1) May 1, 2021 and (2) the closing of the First Merger, provided that the Consent Fee will not be payable, and the Amendments will not become operative, if on or before the Payment Date, the Company notifies the Trustee or announces that the Merger Agreement (as defined below) has been terminated.

As previously announced, on December 1, 2020, the Company, Skyline Strategies I Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub I"), Skyline Strategies II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company ("Merger Sub II"), and Slack executed an Agreement and Plan of Merger (the "Merger Agreement") providing for the merger of Merger Sub I with and into Slack, with Slack continuing as the surviving corporation (the "First Merger"), immediately followed by a second merger of Slack, as the surviving corporation in the First Merger, into either Merger Sub II or the Company, with either Merger Sub II or the Company continuing as the surviving company, as applicable (the "Second Merger" and together with the First Merger, the "Mergers").

The Solicitation Agent in connection with the Consent Solicitation was BofA Securities. Questions regarding the consent solicitation may be directed to BofA Securities at (980) 388-3646 or [email protected]. Global Bondholder Services Corporation served as information agent (the "Information Agent") and tabulation agent in connection with the Consent Solicitation. Requests for additional copies of the Consent Solicitation Statement should be directed to the Information Agent at (866) 470-4500 (toll free) or (212) 430-3774 (banks and brokers).

This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities. The Consent Solicitation was made solely by the Consent Solicitation Statement and is subject to the terms and conditions stated therein.

About Salesforce

Salesforce, the global CRM leader, empowers companies of every size and industry to digitally transform and create a 360° view of their customers. For more information about Salesforce (NYSE: CRM), visit: www.salesforce.com.

Forward-Looking Statements

This communication relates to a proposed business combination transaction between the Company and Slack. This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to future events and anticipated results of operations, business strategies, the anticipated benefits of the proposed transaction, the anticipated impact of the proposed transaction on the combined company's business and future financial and operating results, the expected amount and timing of synergies from the proposed transaction, the anticipated closing date for the proposed transaction and other aspects of our operations or operating results. These forward-looking statements generally can be identified by phrases such as "will," "expects," "anticipates," "foresees," "forecasts," "estimates" or other words or phrases of similar import. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the combined companies or the price of the Company's or Slack's stock. These forward-looking statements involve certain risks and uncertainties, many of which are beyond the parties' control, that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to: the impact of public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics and any related company or government policies and actions to protect the health and safety of individuals or government policies or actions to maintain the functioning of national or global economies and markets; the effect of the announcement of the merger on the ability of the Company or Slack to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom the Company or Slack do business, or on the Company's or Slack's operating results and business generally; risks that the merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; the outcome of any legal proceedings related to the merger; the ability of the parties to consummate the proposed transaction on a timely basis or at all; the satisfaction of the conditions precedent to consummation of the proposed transaction, including the ability to secure regulatory approvals on the terms expected, at all or in a timely manner; the ability of the Company to successfully integrate Slack's operations; the ability of the Company to implement its plans, forecasts and other expectations with respect to the Company's business after the completion of the transaction and realize expected synergies; and business disruption following the merger. These risks, as well as other risks related to the proposed transaction, are included in the registration statement on Form S-4 (as amended, the "Registration Statement") that was filed by the Company with the Securities and Exchange Commission ("SEC") and declared effective by the SEC on January 29, 2021, the prospectus that was filed by the Company with the SEC on January 29, 2021 (the "Prospectus") and the definitive proxy statement that was filed by Slack with the SEC on January 29, 2021 (the "Proxy Statement"). While the list of factors presented here is, and the list of factors presented in the Registration Statement, Prospectus or Proxy Statement are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to the Company's and Slack's respective periodic reports and other filings with the SEC, including the risk factors identified in the Company's and Slack's most recent Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. The forward-looking statements included in this communication are made only as of the date hereof. Neither the Company nor Slack undertakes any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Additional Information about the Merger and Where to Find It

In connection with the proposed transaction, the Company filed with the SEC the Registration Statement and the Prospectus, and Slack filed with the SEC the Proxy Statement. The Registration Statement was declared effective on January 29, 2021 and the Prospectus and the Proxy Statement were first mailed to shareholders of Slack on or about January 29, 2021. Each of the Company and Slack may also file other relevant documents with the SEC regarding the proposed transaction. The information in the Prospectus and Proxy Statement may be changed. This document is not a substitute for the Registration Statement, the Prospectus and the Proxy Statement or any other document that the Company or Slack may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROSPECTUS AND THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders are able to obtain free copies of the Registration Statement, the Prospectus and the Proxy Statement and all other documents containing important information about the Company, Slack and the proposed transaction, once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company may be obtained free of charge on the Company's website at http://www.salesforce.com/investor or by contacting the Company's Investor Relations department at [email protected]. Copies of the documents filed with the SEC by Slack may be obtained free of charge on Slack's website at investor.slackhq.com or by contacting Slack's Investor Relations department at [email protected].

Participants in the Solicitation

The Company, Slack and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of the Company, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Company's proxy statement for its 2020 Annual Meeting of Stockholders, which was filed with the SEC on May 1, 2020, and the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2020, which was filed with the SEC on March 5, 2020, as well as in a Form 8-K filed by the Company with the SEC on June 1, 2020. Information about the directors and executive officers of Slack, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Slack's proxy statement for its 2020 Annual Meeting of Stockholders, which was filed with the SEC on May 5, 2020, and Slack's Annual Report on Form 10-K for the fiscal year ended January 31, 2020, which was filed with the SEC on March 12, 2020. Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction by reading the Prospectus and the Proxy Statement and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the Prospectus and the Proxy Statement carefully before making any voting or investment decisions. You may obtain free copies of these documents from the Company or Slack using the sources indicated above.

SOURCE Salesforce