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Three other firms courted Indy's ExactTarget before Salesforce landed prize

June 13, 2013

For a bunch of computer nerds, ExactTarget Inc. certainly had a lot of suitors.

At least three other companies pursued the Indianapolis digital marketer amid its courtship with San Francisco-based Salesforce.com, which led to a $2.5 billion buyout announced June 4.

A U.S. Securities and Exchange Commission filing Wednesday details a bidding war in which Salesforce had to raise its offer repeatedly to keep pace with other would-be buyers. Records describe the suitors as “three other global software companies,” which are only identified as “Party A,” “Party B” and “Party C.”

Prior to the buyout announcement, analysts suspected Salesforce was leading a charge for ExactTarget. But corporations such as IBM, Adobe Systems and SAP also were on the list.

Discussions about a buyout go back as far as late 2012, when CEO Scott Dorsey and his leadership team began meeting periodically with the four companies.

Salesforce CEO Marc Benioff began meeting regularly with Dorsey and his officers on April 22, Wednesday's filing shows. Two days later, “Party A” told ExactTarget it had “a desire to move quickly” on a deal. Another two days later, on April 26, Benioff proposed a deal worth $26 apiece for ExactTarget’s 69.3 million shares.

It would have been a $1.8 billion deal that would have paid a 37-percent premium for shares that closed at $19.01 that day. Executives and advisers agreed that selling—to any of the four companies—was worth exploring, but a decision wouldn’t be made until weeks later.

Meetings and teleconferences continued with all the suitors into May. By May 9, ExactTarget’s leadership decide the company was worth more than $26 a share and agreed to suggest Salesforce boost its offer.

ExactTarget officials continued meeting with the other companies as they awaited word from Salesforce. On May 22, “Party B” offered $30 a share, which would translate to almost $2.1 billion—$300 million more than Salesforce’s first offer.

Dorsey followed up two days later with phone calls to Salesforce and “Party B.” Benioff responded later that day by matching the other company’s offer. After hearing that, ExactTarget and its financial advisers decided to see who would go higher.

“Party B” offered $30.50 a share but indicated it was willing to go as high as $32. It turned out to matter little because Benioff called a few hours later and offered to pay $33.75 per share. Salesforce sealed the deal with ExactTarget at that price June 3.

The deal represents a 53-percent premium to that day's closing price of $22.10 per share.

Technology sector observers expect the $2.5 billion deal to generate a ripple effect in startups and angel investing in Indianapolis. ExactTarget provided stock options to all employees, regardless of rank. The lofty sale price will generate option gains of nearly $300 million for the company's 1,700 workers.

The top three executives, meanwhile, are entitled to golden parachutes worth a total of $17 million, which is on top of the value of any shares they own outright, according to Wednesday’s SEC filing.

Dorsey accounts for more than half the parachute. He is entitled to receive almost $9.4 million under employment agreement terms governing a change in control. Most of Dorsey’s parachute, $8.5 million, comes through accelerated vesting of stock options and restricted stock.

Dorsey would forgo some of the parachute if he stays on after the sale, which he has said he will do. He is slated to join Benioff's senior management team and oversee ExactTarget as an independent unit.

Chief Financial Officer Steve Collins is entitled to a $3.7 million parachute, and Scott McCorkle, president of technology of strategy, is in line for $4 million, the filing shows.

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