Salesforce.com Announces Proposed $500 Million Offering of Convertible Senior Notes Due 2015
2010年1月12日 - 6:01AM
PRニュース・ワイアー (英語)
SAN FRANCISCO, Jan. 11 /PRNewswire-FirstCall/ -- Salesforce.com
(NYSE: CRM), the enterprise cloud computing company, today
announced its intention to offer, subject to market and other
conditions, $500 million aggregate principal amount of convertible
senior notes due 2015 in a private placement to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Act"). Salesforce.com also expects to
grant the initial purchasers of the notes an option to purchase up
to an additional $75 million aggregate principal amount of the
notes to cover overallotments. (Logo:
http://www.newscom.com/cgi-bin/prnh/20050216/SFW105LOGO) The notes
will be unsecured, unsubordinated obligations of salesforce.com,
and interest will be payable semi-annually. Prior to October 15,
2014, the notes will be convertible only upon the occurrence of
specified events; thereafter until maturity the notes will be
convertible at any time. Upon conversion, the notes will be settled
in cash and shares of salesforce.com's common stock (subject to
salesforce.com's right to pay cash in lieu of all or any portion of
such shares). Final terms of the notes, including the interest
rate, conversion price and other terms, will be determined by
negotiations between salesforce.com and the initial purchasers of
the notes. In connection with the offering of the notes,
salesforce.com expects to enter into privately-negotiated
convertible note hedge transactions with one or more of the initial
purchasers and their affiliates and/or other financial institutions
(the "hedge counterparties"). Salesforce.com also expects to enter
into privately-negotiated warrant transactions with the hedge
counterparties. Taken together, the convertible note hedge
transactions and the warrant transactions are expected, but not
guaranteed, to reduce the potential dilution to salesforce.com's
common stock upon the conversion of the notes. Salesforce.com has
been advised that in connection with hedging the convertible note
hedge transactions and warrant transactions, the hedge
counterparties may enter into various derivative transactions
concurrently with or shortly after the pricing of the notes. These
activities could have the effect of increasing or preventing a
decline in the price of salesforce.com's common stock concurrently
with, or shortly after, the pricing of the notes. In addition, the
hedge counterparties may modify their hedge positions from time to
time following the pricing of the notes (and are particularly
likely to do so during any observation period relating to a
conversion of the notes) by entering into or unwinding derivative
transactions with respect to salesforce.com's common stock, and/or
by purchasing or selling shares of salesforce.com common stock or
the notes. Any of these activities could adversely affect the value
of salesforce.com's common stock and the trading price of the
notes. Salesforce.com expects to use a portion of the net proceeds
for the cost of the convertible note hedge transactions after such
cost is offset by the proceeds of the warrant transactions
described above, and to use the remaining proceeds for general
corporate purposes, including funding possible investments in, or
acquisitions of, complementary businesses, joint ventures, services
or technologies, working capital and capital expenditures. This
announcement is neither an offer to sell nor a solicitation of an
offer to buy any of these securities and shall not constitute an
offer, solicitation, or sale in any jurisdiction in which such
offer, solicitation, or sale is unlawful. The notes and the shares
of common stock issuable upon conversion of the notes, if any, will
not be registered under the Act or any state securities laws, and
unless so registered, may not be offered or sold in the United
States except pursuant to an exemption from the registration
requirements of the Act and applicable state laws.
http://www.newscom.com/cgi-bin/prnh/20050216/SFW105LOGO
http://photoarchive.ap.org/ DATASOURCE: salesforce.com CONTACT:
David Havlek, Investor Relations, +1-415-536-2171, , or Jane Hynes,
Public Relations, +1-415-901-5079, , both of salesforce.com Web
Site: http://www.salesforce.com/
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