![]() ![]() The complaints allege that Slack’s board of directors breached their fiduciary duties and that Slack, Salesforce, Merger Sub I and Merger Sub II aided and abetted the breaches of fiduciary duty by Slack’s directors. The complaints allege, among other things, that the defendants caused a materially incomplete and misleading proxy statement relating to the proposed mergers to be filed with the SEC in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, and in alleged breach of their fiduciary duties. The complaints name as defendants Slack, the members of the Slack board, and, with respect to three of the actions, Salesforce, Merger Sub I and Merger Sub II. The registration statement was declared effective by the SEC on January 29, 2021, and the Company commenced mailing the Proxy Statement on or about January 29, 2021.īetween December 28, 2020 and February 18, 2021, seven lawsuits were filed by purported Slack stockholders in the United States District Court for the Northern District of California and six lawsuits were filed by purported Slack stockholders in the United States District Court for the Southern District of New York, each in connection with the mergers, one of which has been voluntarily dismissed. In connection with the proposed mergers, Salesforce filed a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) on December 23, 2020, and the Company filed a definitive proxy statement with the SEC on January 29, 2021 (the “Proxy Statement”). The Merger Agreement provides for the merger of Merger Sub I with and into Slack, with Slack continuing as the surviving corporation (the “Surviving Corporation”) and a direct, wholly owned subsidiary of Salesforce (the “First Merger”), 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 (the “Second Merger” and together with the First Merger, the “Mergers”). (“Salesforce”), Skyline Strategies I Inc., a Delaware corporation and a wholly owned subsidiary of Salesforce (“Merger Sub I”), and Skyline Strategies II LLC, a Delaware limited liability company and a wholly owned subsidiary of Salesforce (“Merger Sub II”). (“Slack” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with, inc. On December 1, 2020, Slack Technologies, Inc. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Securities registered pursuant to Section 12(b) of the Act:Ĭlass A Common Stock, par value $0.0001 per share ![]() Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ![]() Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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