Business Context and Reporting Period
This Form 8-K, dated May 2, 2018, reports the completion of the acquisition of MuleSoft, Inc. by Salesforce, Inc. The transaction was finalized on May 2, 2018, following an exchange offer that expired on May 1, 2018.
Key Financial Metrics and Transaction Details
- Transaction Consideration: Each MuleSoft share was exchanged for $36.00 in cash and 0.0711 of a share of Salesforce common stock.
- Shares Tendered: 74,639,665 MuleSoft Class A shares and 37,210,949 MuleSoft Class B shares were validly tendered.
- Ownership Threshold: The tendered shares represented approximately 83% of the aggregate voting power of MuleSoft shares outstanding.
- Financial Statements: MuleSoft's audited financial statements for the year ended December 31, 2017, and unaudited pro forma combined financial information as of January 31, 2018, are incorporated by reference from other filings (MuleSoft 10-K and Salesforce S-4 Amendment No. 1).
- Specific Metrics: This filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the combined entity or MuleSoft within the text of this report.
Material Changes
The primary material change is the corporate structure resulting from the merger. MuleSoft merged with and into a wholly-owned subsidiary of Salesforce, with MuleSoft continuing as the surviving corporation and a wholly-owned subsidiary of Salesforce. All outstanding MuleSoft shares were converted into the right to receive the transaction consideration.
Guidance, Outlook, and Risks
This filing does not contain updated financial guidance, forward-looking outlook statements, or specific risk factors related to the integration of MuleSoft. It references a press release (Exhibit 99.1) for further details on the consummation of the merger. The filing notes that the description of the merger agreement is qualified by reference to the full text of the agreement filed previously.
Investor Verification Checklist
- Verify the total consideration paid by calculating the cash and stock value for the 111,850,614 total shares tendered.
- Review MuleSoft's audited financial statements (incorporated from their Feb 22, 2018, 10-K) to assess historical performance.
- Examine the unaudited pro forma financial information (incorporated from the April 23, 2018, S-4 Amendment) to understand the projected combined financial position.
- Confirm the treatment of the remaining ~17% of MuleSoft shares not tendered in the offer.
- Read the full Merger Agreement (Exhibit 2.1 to the March 21, 2018, 8-K) for detailed terms and conditions.