Salesforce收購Slack協議報告

1、This communication relates to a proposed business combination transaction between S, Inc. (“Salesforce”) and Slack Technologies, Inc. (“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 Ex

2、change 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 companys business and future financial and opera

3、ting 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,” “expect

4、s,” “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 fina

5、ncial condition of the combined companies or the price of Salesforce or Slack 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-looki

6、ng 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

7、the functioning of national or global economies and markets; the effect of the announcement of the merger on the ability of Salesforce or Slack to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Salesforce or Slack do business, or on Salesforce

8、s or Slacks 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 p

9、roposed 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 Salesforce to successfully integrate Sla

10、cks operations; the ability of Salesforce to implement its plans, forecasts and other expectations with respect to Salesforces 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

11、 the proposed transaction, will be included in the registration statement on Form S-4 and proxy statement/prospectus that will be filed with the Securities and Exchange Commission (“SEC”) in connection with the proposed transaction. While the list of factors presented here is, and the list of factor

12、s to be presented in the registration statement on Form S-4 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

13、those described in the forward-looking statements, please refer to Salesforces and Slacks respective periodic reports and other filings with the SEC, including the risk factors identified in Salesforces and Slacks most recent Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. The forwar

14、d-looking statements included in this communication are made only as of the date hereof. Neither Salesforce 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 SolicitationThis communication

15、 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 pri

16、or 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.Forward-Looking Statements2In connection with the pro

17、posed transaction, Salesforce intends to file with the SEC a registration statement on Form S-4 that will include a proxy statement of Slack and that also constitutes a prospectus of Salesforce. Each of Salesforce and Slack may also file other relevant documents with the SEC regarding the proposed t

18、ransaction. This document is not a substitute for the proxy statement/prospectus or registration statement or any other document that Salesforce or Slack may file with the SEC. The definitive proxy statement/prospectus (if and when available) will be mailed to stockholders of Salesforce and Slack. I

19、NVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS 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 IF AND WHEN THEY BECOME AVAILABLE BECAU

20、SE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.Investors and security holders will be able to obtain free copies of the registration statement and proxy statement/prospectus (if and when available) and other documents containing important information about Sales

21、force, Slack and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at . Copies of the documents filed with the SEC by Salesforce will be available free of charge on Salesforces website at /investor or by contacting Salesforces Investor Rel

22、ations department at investor. Copies of the documents filed with the SEC by Slack will be available free of charge on Slacks website at or by contacting Slacks Investor Relations department at ir.Participants in the SolicitationSalesforce, Slack and certain of their respective directors and executi

23、ve 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 Salesforce, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in

24、Salesforces proxy statement for its 2020 Annual Meeting of Stockholders, which was filed with the SEC on May 1, 2020, and Salesforces 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 Salesforce wit

25、h 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 Slacks proxy statement for its 2020 Annual Meeting of Stockholders, which was filed with the S

26、EC on May 5, 2020, and Slacks Annual Report on Form 10-K for the fiscal year ended January 31, 2020, which was filed with the SEC on March 12, 2020. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings

27、or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any

28、voting or investment decisions. You may obtain free copies of these documents from Salesforce or Slack using the sources indicated above.Additional Information and Where to Find It3Transaction & Financing OverviewTransaction ConsiderationSlack shareholders will receive $26.79 in cash and 0.0776 shar

29、es of Salesforce common stock for each Slack shareReflects an enterprise value of approximately $27.7 billion based on the closing price of Salesforce common stock on November 30, 2020Management & GovernanceSlack will become an operating unit of Salesforce and will continue to be led by CEO Stewart

30、Butterfield and his leadership team to further the mission of Slack to make peoples working lives simpler, more pleasant, and more productiveFinancingObtained commitments for a $10 billion 364-day senior unsecured bridge facilityExpect to fund the cash consideration with cash from our balance sheet

31、and approximately $10 billion of proceeds from a combination of the issuance of debt securities and/or term loansAnticipated Transaction CloseAnticipated to close in the second quarter of fiscal year 2022Subject to approval of Slack shareholdersSubject to satisfaction of customary closing conditions

32、, including applicable regulatory approvals+4Slack is the engagement layer: where the conversations happen, the problems are solved, and the decisions made100+Average minutes of active usageper day110+Average hours connected to Slack per day1Data & SystemsApplicationsEngagement1. As of October 31, 2

33、020AutomatedMACHINESThe Spectrum of WorkflowsStructuredAd hocConversationalManualProgrammaticA purchase order has beensubmittedAndre, what do you think?Make sense to you?Yep. We ran the numbers with Amy. Good to go.Zia is asking for approval on the purchase of a new forklift. View detailsApprovePurc

34、hase order #0945 updated: approvedSlacks platform enables developers to bring workflows right to the users, where the conversations are happeningHUMANSSlack Connect: Transforming Inter-Enterprise Communication520,000+Connected Endpoints164,000Paid Customers Using SlackConnect1240%Year-over-Year Conn

35、ectedEndpoint Growth1Map of intra-city shared channels usage globally1. As of October 31, 2020Combining the #1 CRM platform with the most innovative enterprise communications platform$ 21.1BFY 2021E Revenue123%FY 2021E Revenue Growth Rate15,000+AppExchange listings54,000+Employees$ 876MFY 2021E Reve

36、nue239%FY 2021E Revenue Growth Rate22,400+Apps in the Slack App Directory2,500+Employees8Revenue and revenue growth rate reflect high-end of Salesforce guidance range for FY21 provided on December 1, 2020Revenue and revenue growth rate reflect high-end of Slack guidance range for FY21 provided on Se

37、ptember 8, 2020Salesforce + Slack Strategic RationaleShaping the future of enterprise softwareSlack is a Category LeaderDeep Slack Integration with Salesforce Products Combination Joins Two Open and Extensive Ecosystems Salesforces Proven Playbook for Enterprise Expansion9Slack is a Category LeaderS

38、lack serves small businesses to Fortune 500 companies as well as leading academic institutions, non-profits, and governments in more than 150 countriesSlack Connect is emerging as the new gold standard for trusted collaboration across organizations10Slack is one of the most beloved platforms in enterprise software history with 100+ minutes of active usage per user each dayDe