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Salesforce Announces Extension of the Expiration Date and Revisions to Consent Solicitation

salesforce.com, inc., a Delaware corporation announced the extension of the expiration of its previously announced solicitation of consents, on behalf of Slack Technologies, Inc., a Delaware corporation (“Slack”), to adopt certain proposed amendments (the “Amendments”) to the indenture, dated as of April 9, 2020 (the “Indenture”), among Slack and U.S. Bank National Association, as trustee (the “Trustee”), governing Slack’s $862,500,000 in aggregate principal amount of 0.50% Convertible Senior Notes due 2025 (the “Slack Notes”).

The Company hereby extends such expiration date from 5:00 p.m.New York City time, on February 5, 2021, to 5:00 p.m.New York City time, on February 10, 2021 (as the same may be further extended, the “Expiration Date”).

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Additionally, the Company hereby amends the terms of the Consent Solicitation relating to the Consent Fee (as defined in the Consent Solicitation Statement referred to below).  Notwithstanding anything to the contrary in the Consent Solicitation Statement, the Company will promptly pay or cause to be paid, after the Expiration Date and subject to the occurrence of, and upon the latest to occur of, (1) the satisfaction or waiver of all conditions to the Consent Solicitation, as described in the Consent Solicitation Statement, and (2) the Payment Date (as defined below), to The Depository Trust Company for the benefit of each Holder of Slack Notes as of the Record Date (as defined in the Consent Solicitation Statement referred to below) who has delivered (and not validly revoked) a valid consent in favor of the Amendments prior to the Expiration Date a cash payment of $9.00 for each $1,000 principal amount of Slack Notes in respect of which such consent has been delivered.  The “Payment Date” shall be the earlier to occur of (1) May 1, 2021 and (2) the closing of the First Merger (as defined below), provided that the Consent Fee will not be payable, and the Amendments will not become operative, if on or before the Payment Date the Company notifies the Trustee or announces that the Merger Agreement has been terminated.

Holders of Slack Notes who have previously delivered (and not validly revoked) valid consents in favor of the Amendments do not need to redeliver such consents or take any other action in response to this announcement in order to consent to the Amendments on the revised terms described herein.

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The Consent Solicitation is being made upon the terms and subject to the conditions set forth in the consent solicitation statement, dated as of January 26, 2021 (as amended hereby and as the same may be amended or supplemented from time to time, the “Consent Solicitation Statement”). Except as set forth herein with respect to the Expiration Date and the Consent Fee, the terms and conditions of the Consent Solicitation, as well as the proposed Amendments to the Indenture, remain the same as set forth and described in the Consent Solicitation Statement.  The Company reserves the absolute right, subject to applicable laws, to amend, waive or modify the terms of the Consent Solicitation with respect to the Slack Notes in any manner. For a complete statement of the terms and conditions of the Consent Solicitation, Holders of the Slack Notes should refer to the Consent Solicitation Statement.

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As previously announced, on December 1, 2020, the Company, Skyline Strategies I Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub I”), Skyline Strategies II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub II”), and Slack executed an Agreement and Plan of Merger (the “Merger Agreement”) providing for the merger of Merger Sub I with and into Slack, with Slack continuing as the surviving corporation (the “First Merger”), immediately followed by a second merger of Slack, as the surviving corporation in the First Merger, into either Merger Sub II or the Company, with either Merger Sub II or the Company continuing as the surviving company, as applicable (the “Second Merger” and together with the First Merger, the “Mergers”).  The obligations of the Company, Slack and the other parties to the Merger Agreement to consummate the Mergers in accordance with the terms thereof are not conditioned on the successful completion of the Consent Solicitation or on obtaining the requisite consents to the Amendments.

The Solicitation Agent in connection with the Consent Solicitation is BofA Securities.  Questions regarding the consent solicitation may be directed to BofA Securities at (980) 388-3646 or debt_advisory@bofa.com.  Global Bondholder Services Corporation is serving as information agent (the “Information Agent”) and tabulation agent in connection with the Consent Solicitation.  Requests for assistance in delivering consents or for additional copies of the Consent Solicitation Statement should be directed to the Information Agent at (866) 470-4500 (toll free) or (212) 430-3774 (banks and brokers).

This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities.  The Consent Solicitation is being made solely by the Consent Solicitation Statement and is subject to the terms and conditions stated therein.  The Company reserves the right to modify the Consent Solicitation Statement or to terminate the Consent Solicitation.

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