Salesforce-Salesforce收购Slack协议报告（英文）-2020.12-16页_4mb

Salesforce & Slack Acquisition Summary

Core Content

Salesforce and Slack announced a definitive agreement on December 1, 2020, to acquire Slack for $27.7 billion in enterprise value. Under the terms of the transaction, Slack shareholders will receive $26.79 in cash and 0.0776 shares of Salesforce common stock for each Slack share. The deal is expected to close in the second quarter of fiscal year 2022, subject to regulatory approvals and other customary closing conditions.

Main Points

Transaction Overview

• Consideration: $26.79 cash + 0.0776 Salesforce shares per Slack share.
• Enterprise Value: Approximately $27.7 billion.
• Financing: $10 billion 364-day senior unsecured bridge facility, funded by cash from Salesforce's balance sheet and proceeds from debt and term loans.
• Closing Date: Anticipated in Q2 2022.

Strategic Rationale

• Integration: Slack will become an operating unit of Salesforce and continue to be led by CEO Stewart Butterfield.
• Customer 360: Slack will serve as the new interface for Salesforce's Customer 360 platform.
• Ecosystem Synergy: Combines Salesforce's CRM platform with Slack's communication platform, creating an open and extensive ecosystem for business workflows and apps.

Market Position

• Slack's Leadership: Slack is a category leader in enterprise software with high user engagement (100+ minutes of active usage per user daily).
• Global Reach: Serves businesses from small to Fortune 500, along with academic institutions, non-profits, and governments in over 150 countries.
• Slack Connect: A key product that enables inter-enterprise communication and has seen significant growth in connected endpoints.

Financial Highlights

• Salesforce FY 2021E Revenue: $21.1 billion, with a 23% growth rate.
• Slack FY 2021E Revenue: $876 million, with a 39% growth rate.
• App Ecosystem: Salesforce has over 5,000 AppExchange listings, while Slack has over 2,400 apps in its app directory.

Key Information

Risks and Uncertainties

• The merger involves significant risks, including regulatory hurdles, operational disruptions, and the ability to retain key personnel and customers.
• These risks are detailed in the registration statement and proxy statement/prospectus that will be filed with the SEC.

Legal and Regulatory Considerations

• The transaction is subject to approval by Slack shareholders and regulatory authorities.
• The definitive proxy statement/prospectus will be mailed to stockholders and is available on the SEC website and the companies' investor relations pages.

Ecosystem and Growth

• Developer Community: Over 885,000 active developers build on Slack's platform.
• Trailblazers: Over 2.6 million Trailblazers are part of the Salesforce ecosystem.
• Growth Metrics: Slack Connect has over 520,000+ connected endpoints and a 240% YoY growth rate.

Future Vision

• The combination aims to shape the future of enterprise software by integrating communication and CRM capabilities.
• It empowers developers to build the next generation of business applications with clicks, not code.

Summary

The acquisition of Slack by Salesforce represents a strategic move to enhance enterprise software solutions by combining Salesforce's CRM platform with Slack's innovative communication tools. This integration will enable deeper collaboration and workflow automation, leveraging both companies' extensive ecosystems. The transaction, valued at $27.7 billion, is expected to close in Q2 2022 and will be funded through a mix of cash and debt. While the deal offers significant growth potential, it is subject to various risks and uncertainties, including regulatory approvals and operational integration challenges. Investors are advised to review the detailed proxy statement/prospectus for comprehensive information.