In the $26 billion bidding war for LinkedIn, Salesforce proved to be a thorn in the side of Microsoft by forcing it to pay $4.7 billion more than it had originally offered.
Turns out, Salesforce was willing to drive that price even higher in its desire to outbid Microsoft for LinkedIn.
In a securities filing last Friday, LinkedIn disclosed an email from CEO Marc Benioff in which he says that Salesforce (known as “Party A” in the filings) would have increased its bid and restructured its offer had it been giving a chance by LinkedIn.
“Reflecting on the additional proposals it made after LinkedIn and Microsoft agreed to exclusivity, the email indicated that Party A would have bid much higher and made changes to the stock/cash components of its offers, but it was acting without communications from LinkedIn,” the filing says. “The Transactions Committee also considered the contractual provisions contained in the definitive merger agreement with Microsoft, including those relating to discussions with third parties, and determined not to respond.”
That is, after carefully reviewing how it handled the bidding process to make sure it wasn’t legally exposed, LinkedIn’s deal teams decided not to respond to the email.
Of course, the Benioff email didn’t say how much more he would have offered, or how the revised bid would have been restructured. Microsoft won in part because of the amount on the table, but also because if offered all cash. Salesforce had offered a mix of cash and stock.
Since its announcement, the Microsoft deal has had the support of LinkedIn founder Reid Hoffman, who controls a majority of the voting stock. Thus, Hoffman can single-handedly approve the deal.
Still, it will be interesting to see if the latest disclosure gives fuel to any dissenting shareholders who might threaten litigation.
At the same time, given some of the covenants with Microsoft, any move to re-open the bids would likely have legal and financial ramifications.
More interesting, perhaps, is whether this drama will place any strain on the growing partnerships between Microsoft and Salesforce.
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