salesforce (CRM) Was Willing and Able to Pay More for LinkedIn (LNKD)

In one of the biggest deals this year, in mid-June Microsoft (Nasdaq: MSFT) agreed to acquire LinkedIn (NYSE: LNKD) for $196 per share in cash, or $26.2 billion. While salesforce.com (NYSE: CRM) was previously reported to be a rival bidder, a new disclosure after the close Friday indicated that salesforce may have been willing to pay more.

The new disclosure showed that in a early July meeting, the LinkedIn Transactions Committee reviewed an e-mail sent from salesforce to Co-Founder and Chairman Reid Garrett Hoffman and CEO Jeff Weiner that indicated salesforce "would have bid much higher and made changes to the stock/cash components of its offers, but it was acting without communications from LinkedIn."

After reviewing it, the LinkedIn Transactions Committee determined not to respond.

Shares of LinkedIn are up 0.88% to $191.61 today.

New from the Background of the Merger:

On July 7, 2016, the Transactions Committee met, with representatives of LinkedIn management, Qatalyst Partners, Allen and Wilson Sonsini, respectively, in attendance. During the course of the meeting, the Transactions Committee reviewed and discussed with representatives of Qatalyst Partners, Allen and Wilson Sonsini an email to Messrs. Hoffman and Weiner that Party A's chief executive officer sent upon reading in LinkedIn's preliminary proxy a description of the events leading up to and following LinkedIn's call for best and final offers from Party A and Microsoft on May 13, 2016, and subsequent agreement with Microsoft to negotiate exclusively. 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 Transactions Committee reviewed the sale process to that date, including (1) conversations with Party A prior to entering into the exclusivity agreement with Microsoft regarding, among other things, price and the limits on the amount of cash that Party A would likely be willing to offer; (2) the call for best and final offers to be submitted on May 13, 2016, as a precursor to entry into exclusivity; and (3) the last proposal received from Party A on June 5, 2016, during the exclusivity period with Microsoft (which proposal did not indicate that Party A could offer either (a) a price higher than that stated or (b) a change in the stock/cash components). 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.

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