Salesforce to acquire Braze for $47.50 per share in cash; Braze board unanimously approves

Braze, Inc.

• Salesforce's Banff Acquisition Sub will merge into Braze; each Braze Class A share converts into $47.50 in cash at closing.
• Braze must pay Parent $191,390,000 if it accepts a superior proposal or its board withdraws support; Parent pays Braze $300,000,000 if regulators permanently block the deal.
• Closing conditions include a majority vote of Braze Class A holders, HSR clearance and other antitrust/foreign-investment approvals; outside date Oct 19, 2027, extendable twice by 90 days.
• Vested RSUs and in-the-money options are cashed out at $47.50; unvested RSUs/PSUs convert into Salesforce RSUs; Braze's ESPP terminates before closing.
• Certain Braze stockholders signed a voting and support agreement to vote for the merger and against competing proposals.