Salesforce.com To Acquire ExactTarget

By combining ExactTarget’s leading digital marketing capabilities with salesforce.com’s leading sales, service and social marketing solutions, salesforce.com will create a world-class marketing platform across email, social, mobile and the web.

ExactTarget, a leading cloud marketing platform, is used by more than 6,000 companies including Coca-Cola, Gap and Nike to manage their digital marketing

San Francisco, CA and Indianapolis, IN — Salesforce.com and ExactTarget, a leading cloud marketing platform, today announced that they have entered into a definitive agreement under which salesforce.com will acquire ExactTarget in a transaction valued at approximately $2.5 billion. Under the terms of the agreement, salesforce.com will commence a tender offer for all outstanding shares of ExactTarget for $33.75 per share, in cash. The transaction has been unanimously approved by the Boards of Directors of both companies.

Salesforce.com’s acquisition of ExactTarget will further its mission of being a leading CRM platform—one that enables companies to transform how they connect with their customers across sales, service, and marketing. By combining ExactTarget’s leading digital marketing capabilities with salesforce.com’s leading sales, service and social marketing solutions, salesforce.com will create a world-class marketing platform across email, social, mobile and the web.

The dramatic increase in consumer and business use of social networks, mobile devices, and new digital technologies is causing a revolution in marketing, as budgets previously spent on traditional media are now moving to digital campaigns. Gartner estimates that by 2015 consumer technology companies will have switched one-third of their traditional marketing budgets to digital*, and CMOs will outspend CIOs on information technology by 2017**.

The combination of ExactTarget and salesforce.com will increase the value proposition that customers of both companies will receive. Salesforce.com customers—including many of the world’s largest and fastest growing organizations—will be able to extend their investments in sales, service and social marketing with access to the industry’s most comprehensive marketing automation solution. ExactTarget’s large and vibrant customer base—including many of the world’s largest consumer brands—will have access to new world-class social marketing capabilities, and will be able to leverage salesforce.com’s leading sales, service and platform solutions to transform their end-to-end customer experience.

Comments on the News
• “The CMO is expected to spend more on technology than the CIO by 2017,” said Marc Benioff, chairman and CEO, salesforce.com. “The addition of ExactTarget makes Salesforce the starting place for every company and puts salesforce.com in the pole position to capture this opportunity.”
• “ExactTarget’s mission is to revolutionize how businesses connect with their consumers using data-driven digital marketing across all channels,” said Scott Dorsey, ExactTarget chairman, chief executive officer and co-founder. “Salesforce.com’s tremendous strength in social marketing, along with its leadership position in sales and service, not only will accelerate this vision, but also provide our customers with a powerful, integrated CRM platform to transform their end-to-end customer experience.”

According to Gartner, Marketing was the fastest growing CRM category in 2012, growing at 21% (more than four times the software industry forecast norm in 2012). Gartner is predicting a 21 percent growth through 2017.***

Salesforce Marketing Cloud—The Marketing Platform of Choice for CMOs

The acquisition of ExactTarget will accelerate the growth and leadership of the Salesforce Marketing Cloud. The combination of ExactTarget’s industry-leading marketing automation and campaign management capabilities with salesforce.com’s leading social marketing solutions—listening with Radian6, publishing with Buddy Media, and advertising with Social.com—will deliver the marketing platform of choice for CMOs. Now any company will be able to connect with their customers in entirely new ways across email, social, mobile and the web.

Acquisition to Create the Market and Technology Leader in Marketing

As the global leader in CRM, salesforce.com is number one in sales, service and cloud platforms. And now with the combination of Salesforce and ExactTarget, salesforce.com will become the leader in marketing. The acquisition gives salesforce.com industry leading solutions across every major pillar of CRM, creating a unique customer platform that enables companies to transform how they connect to their customers throughout every part of the customer lifecycle. For ExactTarget, joining salesforce.com will accelerate its growth by providing dramatically increased customer and geographic reach and global operational scale.

ExactTarget—Leading Cloud Marketing Platform for More Than 6,000 Companies

Founded in 2000, ExactTarget is a leading cloud marketing platform. The company’s solutions enable marketers to integrate customer data from any source to power digital marketing campaigns across multiple channels, all while leveraging sophisticated marketing automation capabilities. More than 6,000 companies around the world, including Coca-Cola, Gap and Nike rely on ExactTarget’s solutions to drive customer engagement, increase sales and improve return on marketing investments.

Details Regarding the Proposed ExactTarget Acquisition
Under the terms of the transaction, salesforce.com will commence a tender offer to acquire all of the outstanding shares of ExactTarget for $33.75 per share in cash, subject to customary closing conditions, including the receipt of a majority of ExactTarget shares in the tender offer and expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Following the successful completion of the tender offer, ExactTarget shares not tendered in the tender offer will be converted in a second step merger into the right to receive the same $33.75 per share in cash paid in the tender offer.

The transaction is expected to close late in salesforce.com’s fiscal second quarter, ending July 31, 2013.

Financial Impact of the Proposed ExactTarget Acquisition
FY14 Revenue: The acquisition is expected to increase total revenue by $120 to $125 million. This estimate reflects an approximately $65 to $70 million reduction relating to fair value adjustments to billed deferred revenue and unbilled backlog, adjustments related to the combined customer base, and inter-company revenue elimination.

FY14 non-GAAP EPS: The acquisition is expected to reduce non-GAAP EPS by approximately $0.16. This estimate reflects reduced revenue expectations as described above, and standard integration costs and transaction fees expected to be in the range of $40 to $45 million.

Q2 FY14 non-GAAP EPS: The acquisition is expected to reduce fiscal second quarter non-GAAP EPS by approximately $0.05. This estimate reflects reduced revenue expectations as described above, the company’s operating results for the fiscal second quarter and standard integration costs.

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