According to the Complaint, MuleSoft offers the Anypoint Platform, a tool that enables organizations to build and scale a network of applications, data, and devices. MuleSoft’s customers include a diverse range of companies, such as Coca-Cola, AstraZeneca, Accenture, Netflix, and others.
On March 20, 2018, the Company announced that it had entered into a definitive agreement (the “Merger Agreement”) by which Salesforce, through its wholly-owned subsidiary Merger Sub, would commence an exchange offer (the “Exchange Offer”) to acquire all of the outstanding shares of MuleSoft for $36.00 per share in cash and 0.0711 of a share of Salesforce common stock (the “Proposed Transaction”). The Proposed Transaction has an estimated enterprise value of $6.5 billion.
In connection with the commencement of the Exchange Offer on April 2, 2018, the Company filed a Recommendation Statement on Schedule 14D-9 (the “Recommendation Statement”) with the SEC. The Complaint alleges that the Recommendation Statement is materially deficient and misleading because, inter alia, it fails to disclose material information regarding the Company’s financial projections, the valuation analyses performed by the Company’s financial advisors in support of their fairness opinions, and the background of the Proposed Transaction.
These omissions materially mislead MuleSoft stockholders as to the intrinsic and market value of the Company, and MuleSoft stockholders cannot make an informed decision to exchange their shares in the Exchange Offer. The failure to adequately disclose such material information constitutes a violation of Sections 14(d)(4), 14(e), and 20(a) of the Exchange Act as stockholders need such information in order to make a fully-informed decision regarding tendering their shares in connection with the Proposed Transaction about whether to exchange their shares.