Much of the complaint is dedicated to describing the shortcomings of the companies’ SEC registration statement. The $9 million termination fee is “excessive and unduly restrictive to Slack’s ability to consider other offers,” the filing argues. The proposed agreement also penalizes Slack for terminating the deal in favor of better offers under certain conditions, the plaintiff claims. The shareholder next contends that the proposed agreement contains a “no solicitation” clause that prevents Slack from “soliciting alternative proposals and constraints ( sic) its ability to negotiate with potential buyers.” The shareholder’s complaint first takes issue with the compensation figure, arguing that Slack’s intrinsic value exceeds the amount its stockholders will receive, approximately 0.0776 shares of Salesforce common stock and $26.79 in cash per share. Under the agreement, Slack shareholders are set to receive both cash and fractions of Salesforce shares, the companies announced Dec. Securities Exchange Commission (SEC) filings are flawed. arguing that the contract and supporting U.S. A shareholder seeks to halt the proposed merger of Inc.
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