June 18, 2025 | Technology | North America | Active
Cloud data management platform Informatica has agreed to be acquired by software giant Salesforce in an all-cash deal for $25 per Informatica share, representing a 30.2% premium to the target’s undisturbed price on 22-May-25. Shares initially rose 17.5% on 23-May-25 following a Bloomberg report that the companies were in talks. The boards of both firms have approved the transaction, which Salesforce will fund using a mix of cash and new debt. Shareholders controlling 63.2% of Informatica’s voting power through its Class A and Class B-1 shares have already delivered written consent to approve the deal. These include lead investors Permira and the Canada Pension Plan Investment Board (CPPIB), who together hold 56.5% of Class A shares and 100% of Class B-1 shares. The two share classes are economically equivalent, although B-1 shares are unlisted and carry no voting rights on director elections. The written consent ensures that no further Informatica shareholder vote is required. Salesforce shareholders are also not required to vote, but an Information Statement must still be filed and mailed at least 20 calendar days before deal completion, with a preliminary version due by 24-Jun-25. The merger agreement, dated 26-May-25, includes standard representations, warranties, covenants, and a MAC that carves out events such as war, pandemics, and geopolitical disruptions; notably, however, it does not mention tariffs. The agreement also features a standard non-solicitation clause with a fiduciary-out, and “reasonable best efforts” language requiring both parties to take all necessary actions to complete the deal. Finally, a burdensome condition clause limits the remedies required to gain approval, such that they do not materially harm the value of Informatica or reduce the expected deal benefits for Salesforce. The HSR filing is expected by 24-Jun-25, and the deal is projected to close early in Salesforce’s FY’27, which runs from 1-Feb-26 to 31-Jan-27. For now, we assume a ...
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