According to the Complaint, Slack Technologies, Inc. ("Slack") operates Slack, a business technology software platform that brings together people, applications, and data, and sells access to its Slack platform under a software-as-a-service model.
On December 1, 2020, Slack’s board of directors caused Slack to enter into an Agreement and Plan of Merger (the “Merger Agreement”) with Salesforce, Skyline Strategies I Inc. (“Merger Sub I”), and Skyline Strategies II LLC (“Merger Sub II” and with Merger Sub I the “Merger Subs”). The transaction referred to in the Merger Agreement (i.e., the merger of Merger Sub I with and into Slack, with Slack continuing as the surviving corporation, immediately followed by a second merger of the surviving corporation into either Merger Sub II or Salesforce, with either Merger Sub II or Salesforce continuing as the surviving company) is referred to herein as the “Merger” or the “Proposed Transaction.”
Under the terms of the Merger Agreement, each share of Slack common stock issued and outstanding immediately prior to the effective time of the merger (the “effective time”) will be converted into the right to receive 0.0776 shares of Salesforce common stock and the right to receive $26.79 in cash, without interest, plus cash in lieu of any fractional share (the “Merger Consideration”).
The consummation of the Proposed Transaction is subject to certain closing conditions, including the approval of the stockholders of Slack. Salesforce expects the Proposed Transaction to close in the second quarter of its fiscal year 2022 (Salesforce's fiscal year ends on January 31).
On December 23, 2020, to convince Slack’s stockholders to vote in favor of the Proposed Transaction, the Board authorized the filing of the proxy statement/prospectus, which was filed by Salesforce on Form S-4 with the SEC (the “Form S-4”). The Complaint alleges that Defendants have failed to disclose material information necessary for Slack’s stockholders to properly assess the fairness of the Proposed Transaction, thereby rendering certain statements in the Form S-4 materially incomplete and misleading.