SAN FRANCISCO and BURLINGTON, Mass., June
30, 2016 /PRNewswire/ -- Salesforce (NYSE: CRM), the
Customer Success Platform and the world's #1 CRM company, and
Demandware (NYSE: DWRE), the industry-leading provider of
enterprise cloud commerce solutions, today announced that all
required regulatory approvals have been received to complete the
tender offer. The German Federal Cartel Office has granted
clearance for the previously announced proposed transaction
pursuant to which Salesforce intends to acquire Demandware.
Under the terms of the offer, Salesforce is offering
$75.00 per share in cash for all
outstanding shares of Demandware.
The tender offer is scheduled to expire at 12:00 midnight New
York City Time, on Friday, July 8,
2016 (which is the end of the day on Friday, July 8, 2016), unless the tender offer is
extended. With the tender offer completed, Salesforce expects the
transaction to close in the second quarter of Salesforce's fiscal
year 2017, ending July 31, 2016,
subject to the satisfaction of customary closing conditions,
including the acceptance of a majority of Demandware shares in the
tender offer. Following the successful completion of the tender
offer, Demandware shares not tendered in the tender offer will be
converted in a second step merger into the right to receive the
same $75.00 per share in cash paid in
the tender offer.
About Demandware
Demandware, the category-defining
leader of enterprise cloud commerce solutions, empowers the world's
leading retailers to continuously innovate in our complex,
consumer-driven world. Demandware's open cloud platform provides
unique benefits including seamless innovation, the LINK ecosystem
of integrated best-of-breed partners and community insight to
optimize customer experiences. These advantages enable Demandware
customers to lead their markets and grow faster. For more
information, visit www.Demandware.com, call +1-888-553-9216 or
email info@Demandware.com.
About Salesforce
Salesforce, the Customer Success
Platform and world's #1 CRM company, empowers companies to connect
with their customers in a whole new way.
Salesforce has headquarters in San
Francisco, with offices in Europe and Asia, and trades on the New York Stock
Exchange under the ticker symbol "CRM." For more information please
visit http://salesforce.com, or call 1-800-NO-SOFTWARE.
Forward-Looking Statements
This press release contains
"forward-looking statements" relating to the acquisition of
Demandware by Salesforce. All statements other than historical
facts included in this press release, including, but not limited
to, statements regarding the timing and the closing of the
transaction, the financing for the transaction, the expected
benefits of the transaction, prospective performance and future
business plans, and any assumptions underlying any of the
foregoing, are forward-looking statements. These statements are
based on current expectations of future events. If underlying
assumptions prove inaccurate or unknown, or unknown risks or
uncertainties materialize, actual results could vary materially
from the parties' expectations and projections. Risks and
uncertainties include, among other things: uncertainties regarding
the timing of the closing of the transaction; uncertainties as to
how many of Demandware's stockholders may tender their stock in the
tender offer; the possibility that various closing conditions to
the tender offer and merger transactions may not be satisfied or
waived; that there is a material adverse change to Demandware; the
outcome of any legal proceedings that may be instituted with
respect to the transaction; that the integration of Demandware's
business into Salesforce is not as successful as expected; the
failure to realize anticipated synergies and cost savings;
the failure of Salesforce to achieve the expected financial and
commercial results from the transaction; other business effects,
including effects of industry, economic or political conditions
outside either company's control; transaction costs; actual or
contingent liabilities; as well as other cautionary statements
contained elsewhere herein and in Salesforce's and Demandware's
periodic and other reports filed with the SEC including the factors
set forth in their most recent annual reports on Form 10-K and
quarterly reports on Form 10-Q, the Tender Offer Statement on
Schedule TO and other tender offer documents filed by Salesforce,
and the Solicitation/Recommendation Statement on Schedule 14D-9
filed by Demandware. These forward-looking statements reflect
Salesforce's and Demandware's expectations as of the date of this
report. Neither Salesforce nor Demandware undertakes any obligation
to update the information provided herein.
Additional Information and Where to Find It
This press
release does not constitute an offer to buy or a solicitation of an
offer to sell any securities. Salesforce and Dynasty
Acquisition Corp., a Delaware
corporation ("Purchaser") and a wholly-owned subsidiary of
Salesforce, have filed a tender offer statement on Schedule TO with
the U.S. Securities and Exchange Commission (the "SEC") containing
an offer to purchase all of the outstanding shares of common stock
of Demandware, Inc. for $75.00 per
share in cash. Salesforce and Purchaser have mailed to
Demandware stockholders the offer to purchase, forms of letter of
transmittal and related documents filed as exhibits to the Schedule
TO. Demandware has filed with the SEC, and has mailed to
Demandware stockholders, a solicitation/recommendation statement on
Schedule 14D-9 with respect to the tender offer. The tender
offer is being made solely by means of the offer to purchase, the
letter of transmittal and related documents, which contain the full
terms and conditions of the tender offer. INVESTORS AND
SECURITY HOLDERS OF DEMANDWARE ARE URGED TO READ THESE AND OTHER
DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of these
documents and other documents filed with the SEC by Salesforce and
Purchaser through the website maintained by the SEC at
http://www.sec.gov. The offer to purchase, the letter of
transmittal and related documents, may be obtained for free by
directing a request by mail to the information agent for the tender
offer, Morrow Sodali Global, LLC, 470 West Avenue, Stamford CT, 06902, or by calling toll-free
(800) 662-5200 or by sending an email to
tenderinfo@morrowco.com.
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SOURCE Salesforce
