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New filing: Salesforce would have bid ‘much higher’ for LinkedIn, topping Microsoft’s $26.2B deal

Marc Benioff doesn’t give up easily. The Salesforce CEO read LinkedIn’s account of its acquisition negotiations with Microsoft and Salesforce — filed with the SEC after Microsoft reached an agreement to acquire the business social network for more than $26 billion — and told LinkedIn’s Reid Hoffman and Jeff Weiner that Salesforce would have bid even more, if they had continued talking.

That’s according to a new regulatory filing by LinkedIn, which describes a recent email to Hoffman and Weiner from the CEO of “Party A,” widely reported to be Salesforce. The new filing explains, “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.”

Here’s what happened, according to regulatory filings: LinkedIn received “best and final” offers from Microsoft and Salesforce on May 13. Microsoft offered $182/share in cash, and Salesforce offered the same amount in cash and stock. At that point, LinkedIn decided to negotiate solely with Microsoft, and informed Salesforce that it was entering into exclusive talks with another company.

Undaunted by those exclusive negotiations, Salesforce revised its proposal on May 20 to the equivalent of $188/share in cash and stock. LinkedIn decided not to respond to that proposal, given its exclusivity agreement with Microsoft.

Pressing his case, Benioff wrote to Hoffman and Weiner on May 25, pointing out that an increase in Salesforce’s share price had pushed the value of its offer even higher.

LinkedIn reached an agreement on June 11 to be acquired by Microsoft for $196/share in cash, or $26.2 billion, the largest deal in the Redmond company’s history.

A few weeks later, on July 1, LinkedIn’s regulatory filing provided new details about the previously private negotiations. And that’s what promoted Benioff to send his latest email to Hoffman and Weiner, telling them they could have done even better if they had kept talking.

The continued lobbying by Benioff is notable in part because Microsoft and LinkedIn haven’t completed their transaction yet. Under terms of the acquisition agreement, LinkedIn would need to pay Microsoft a $725 million termination fee if it accepts an “unsolicited superior proposal” from another company.

However, Benioff didn’t receive an official response from LinkedIn to his latest email, either. According to the filing, a LinkedIn board committee “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.”

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