Salesforce’s $6.5 Billion Acquisition of MuleSoft

BofA Merrill Lynch is serving as exclusive financial advisor to Salesforce. Goldman, Sachs & Co. is serving as exclusive financial advisor to MuleSoft. Wilson Sonsini Goodrich & Rosati advised MuleSoft

Under the terms of the transaction, the MuleSoft acquisition consideration will be composed of $36.00 in cash and 0.0711 shares of Salesforce common stock per MuleSoft Class A and Class B common share, which represents a per share price for MuleSoft common shares of $44.89 based on the closing price of Salesforce common stock on March 19, 2018. The per share price represents a 36% premium over MuleSoft’s closing share price on March 19, 2018.

Under the terms of the transaction, Salesforce will commence an exchange offer to acquire all of the outstanding shares of MuleSoft. The transaction is expected to close in the second quarter of Salesforce’s fiscal year 2019, ending July 31, 2018, subject to the satisfaction of customary closing conditions, including the tender by MuleSoft stockholders of shares representing a majority of the MuleSoft common stock voting power, on a one-vote per share basis, and the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Stockholders of MuleSoft owning approximately 30% of the outstanding shares have entered into tender and support agreements with Salesforce, pursuant to which they have agreed, among other things, and subject to the terms and conditions of the agreements, to tender their shares of MuleSoft common stock in the exchange offer. Following the successful completion of the exchange offer, MuleSoft shares not tendered in the exchange offer will be converted in a second step merger into the right to receive the same $36.00 in cash and 0.0711 shares of Salesforce common stock, paid in the exchange offer, per MuleSoft share.

Salesforce expects to fund the cash consideration with cash from its balance sheet and approximately $3.0 billion of proceeds from a combination of term loans and/or the issuance of debt securities. The relative mix of each will depend on prevailing market conditions. Salesforce has obtained a commitment from BofA Merrill Lynch for a $3.0 billion bridge loan facility, subject to customary conditions. This transaction is not subject to any financing condition.

salesforce.com, inc. provides software on demand. The Company led by Marc R Benioff, Keith G Block and Bret Taylor, in 2017 recorded $10.48 Billion Revenues.

MuleSoft, Inc. develops enterprise software. The company, led by Gregory G Schott, Matthew D Langdon and Uri Sarid, in 2017 recorded $296 Million Revenues.

WSGR advised Mulesoft with Mike Ringler (Picture), Denny Kwon, Brendan Mahan, Jini Chatterjee, Brian Chan, Erin Malone-Shkurkin, Rezwan Pavri, Mark Bass, Brendan Brown, Joshua Soven, Roisin Comerford, Lindsey Edwards, Scott McCall, Jessica Bliss, Michael Klippert, Eileen Marshall, Devin Heckman, Matthew Staples, Patrick Kane, Josephine Aiello LeBeau, Anne Seymour, Manja Sachet, John McGaraghan, Jennifer McGrew, Sean Withall, Atussa Simon and Tiffany Georgievski.

 

Involved fees earner: Michael Ringler – Wilson Sonsini Goodrich & Rosati; Denny Kwon – Wilson Sonsini Goodrich & Rosati; Brendan Mahan – Wilson Sonsini Goodrich & Rosati; Jini Chatterjee – Wilson Sonsini Goodrich & Rosati; Brian Chan – Wilson Sonsini Goodrich & Rosati; Rezwan Pavri – Wilson Sonsini Goodrich & Rosati; Manja Sachet – Wilson Sonsini Goodrich & Rosati; Mark Bass – Wilson Sonsini Goodrich & Rosati; Brendan Brown – Wilson Sonsini Goodrich & Rosati; Joshua Soven – Wilson Sonsini Goodrich & Rosati; Roisin Comerford – Wilson Sonsini Goodrich & Rosati; Lindsey Edwards – Wilson Sonsini Goodrich & Rosati; Scott McCall – Wilson Sonsini Goodrich & Rosati; Jessica Bliss – Wilson Sonsini Goodrich & Rosati; Michael Klippert – Wilson Sonsini Goodrich & Rosati; Eileen Marshall – Wilson Sonsini Goodrich & Rosati; Devin Heckman – Wilson Sonsini Goodrich & Rosati; Matthew Staples – Wilson Sonsini Goodrich & Rosati; Patrick Kane – Wilson Sonsini Goodrich & Rosati; Josephine Aiello LeBeau – Wilson Sonsini Goodrich & Rosati; Anne Seymour – Wilson Sonsini Goodrich & Rosati; John McGaraghan – Wilson Sonsini Goodrich & Rosati; Jennifer McGrew – Wilson Sonsini Goodrich & Rosati; Sean Withall – Wilson Sonsini Goodrich & Rosati; Atussa Simon – Wilson Sonsini Goodrich & Rosati; Tiffany Georgievski – Wilson Sonsini Goodrich & Rosati;

Law Firms: Wilson Sonsini Goodrich & Rosati;

Clients: MuleSoft Inc.;

 

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Author: Ambrogio Visconti