salesforce.com, inc. (NYSE:CRM) entered into a definitive agreement to acquire MuleSoft, Inc. (NYSE:MULE) from Institutional Venture Partners, Salesforce Ventures, Inc., Sapphire Ventures LLC and others for $6.1 billion on March 20, 2018. Under the terms of the transaction, consideration will be composed of $36 in cash and 0.0711 shares of Salesforce common stock per MuleSoft Class A and Class B common shares. Salesforce will commence an exchange offer to acquire all of the outstanding shares of MuleSoft. Additionally, all MuleSoft options, restricted stock units (RSUs) and performance shares will receive cash equivalent consideration corresponding to $36 in cash and 0.0711 shares of Salesforce common stock. Following the completion of the exchange offer, MuleSoft shares not tendered in the exchange offer will be converted in a second step merger into the right to receive the same merger consideration. Salesforce expects to fund the cash consideration with cash from its balance sheet and approximately $3 billion of proceeds from a combination of term loans and/or the issuance of debt securities. Salesforce has obtained a commitment from BofA Merrill Lynch for a $3 billion bridge loan facility, subject to customary conditions. As of April 5, 2018, salesforce announced the public offering of senior note with the proceeds in aggregate in the amount of $2.5 billion. The transaction will be partially financed through proceeds of the notes offering. MuleSoft will become a wholly owned subsidiary of salesforce.com and will be renamed as MuleSoft, a Salesforce company. In case of termination, MuleSoft will pay Salesforce a termination fee of $187 million.

Post-acquisition, Greg Schott will remain Chief Executive Officer of MuleSoft, and will be reporting to Keith Block. The transaction is subject to minimum tender by MuleSoft stockholders representing a majority of the MuleSoft common stock, regulatory approval including expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, acceptance for payment of shares validly tendered in the offer, the effectiveness of a registration statement on Form S-4. The transaction is not conditioned upon any financing arrangements or contingencies. The Board of Directors of Salesforce and MuleSoft have unanimously approved the transaction. Stockholders of MuleSoft owning approximately 30% of the outstanding shares have entered into tender and support agreements with Salesforce, pursuant to which they have agreed to tender their shares of MuleSoft common stock in the exchange offer. The transaction is expected to close in second of Salesforce's fiscal year 2019, ending July 31, 2018. As of March 28, 2018, the transaction is expected to close by the end of July 2018. As of April 9, 2018, the transaction is expected to close in the second quarter of Salesforce's fiscal year 2019, ending July 31, 2018. The offer will expire on May 1, 2018. As of April 25, 2018, the transaction received early termination of anti-trust waiting period.

Steve Miller, Jack MacDonald and Derrick Chao of BofA Merrill Lynch acted as financial advisors to Salesforce. Ilene Knable Gotts, Adam J. Shapiro, Joshua A. Feltman, Gregory E. Pessin, Jodi J. Schwartz, Raaj S. Narayan, Meng Lu, Ahsan M. Barkatullah, Yuni Yan Sobel, Katherine A. O'Neill, Jonathan H. Choi, Edward J. Lee and Andrew J. Nussbaum of Wachtell, Lipton, Rosen & Katz acted as legal advisors to Salesforce. Ryan Limaye, Pawan Tewari, Ward Waltemath and Ross Tennenbaum of Goldman, Sachs & Co. acted as financial advisors and will receive a fee of $46.3 million from MuleSoft. Denny Kwon, Michael Ringler and Rezwan Pavri of Wilson Sonsini Goodrich & Rosati P.C. acted as legal advisors to MuleSoft and Morrow & Co., LLC acted as its information agent. Computershare Trust Company, NA acted as transfer agent for both salesforce.com and MuleSoft. Alison S. Ressler, Aaron B. Werner and Brian R. Umanoff of Sullivan & Cromwell LLP acted as legal advisors Goldman Sachs.

salesforce.com, inc. (NYSE:CRM) completed the acquisition of MuleSoft, Inc. (NYSE:MULE) from Institutional Venture Partners, Salesforce Ventures, Inc., Sapphire Ventures LLC and others on May 1, 2018. As of the expiration of the exchange offer, a total of approximately 74.639665 million shares of Class A common stock of MuleSoft and 37.210949 million shares of Class B common stock of MuleSoft were validly tendered in the exchange offer and not validly withdrawn, representing approximately 83% of MuleSoft's outstanding stock. Salesforce completed the acquisition of MuleSoft through a second step merger. As a result of the acquisition, shares of Class A common stock of MuleSoft ceased trading prior to the open of the market on May 2, 2018 and will no longer be listed on the New York Stock Exchange. As of the offer expiration date, the minimum tender was achieved, all shares that were validly tendered and not validly withdrawn were accepted and all the conditions to the offer were satisfied.