WeissLaw LLP is probing possible violations of fiduciary duty and other breaches of law by Mulesoft Inc (NYSE:MULE)’s Board of Directors in connection with the intended acquisition of the firm by salesforce.com, inc. (NYSE:CRM). As per the terms of the acquisition deal, the firm’s shareholders will be eligible to get $36 in cash and 0.0711 of a Salesforce share for each share of MULE owned. WeissLaw is probing whether company’s Board acted to enhance shareholder value before entering into the deal.
Salesforce, the global pioneer in CRM, and MuleSoft finalized a definitive deal under which Salesforce will buy MuleSoft for a value of around $6.5 billion. Together, MuleSoft and Salesforce will accelerate consumers’ digital transformations, allowing them to reveal data across legacy systems, devices and cloud apps to make faster, smarter decisions and create extremely differentiated, connected consumer experiences.
Under the terms of the deal, Salesforce will start an exchange offer to buy all of the outstanding stock of MuleSoft. The deal is anticipated to close in Q2 FY2019, closing July 31, 2018. Stockholders of MuleSoft owning around 30% of the outstanding stock have entered into support and tender deals with Salesforce, following which they have decided, among other things, and depending on the terms and conditions of the deals, to tender their stock of MuleSoft in the exchange offer.
Post the successful closure of the exchange offer, the shares of MuleSoft not tendered in the offer will be converted in a next step merger into the privilege to get the same compensation as decided, paid in the exchange offer, per MuleSoft share.
Salesforce anticipates to support the cash consideration from its balance sheet and around $3 billion of proceeds from other sources including the issuance of debt securities and/or term loans. The way these options are used will depend on existing market conditions.