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Salesforce agrees to buy Braze for $47.50 a share in a $5.66 billion cash deal
Braze shares jumped about 51% but still trade below the offer, with closing not expected until Salesforce's fiscal 2028 and antitrust approvals still to come.
HedgeWeekly News Desk ·
Salesforce has agreed to acquire customer-engagement software maker Braze for $47.50 per share in cash, a transaction the companies value at an enterprise value of about $5.66 billion. Braze's board unanimously approved the merger agreement, which was signed on October 19 and disclosed in SEC filings on Tuesday.
Braze stock climbed 50.8% to $45.30 by 10:45 a.m. New York time on Tuesday, while Salesforce slipped 0.8%, according to an Associated Press markets report carried by BNN Bloomberg. Salesforce plans to plug Braze's real-time engagement and AI decisioning tools into Marketing Cloud and its wider Customer 360 platform. It said the purchase does not change its fiscal 2027 guidance or its long-term targets, and Braze co-founders Bill Magnuson and Jon Hyman will join Marketing Cloud.
The deal needs approval from a majority of Braze's Class A holders, expiry of the Hart-Scott-Rodino waiting period and other specified antitrust and foreign investment clearances. Some Braze stockholders have signed agreements to vote in favour. Braze would owe a $191.39 million break fee in certain cases, including if its board switches to a superior proposal, while Salesforce would pay $300 million if the deal hits its outside date or is permanently blocked by a court order or law.
For merger arbitrage desks, the $45.30 morning price left a gap of roughly 4.9% to the offer, a spread that reflects a long runway: closing is guided for Salesforce's fiscal 2028, and the one-year outside date can be extended twice by up to 90 days each to secure regulatory approvals. The $300 million reverse fee shifts part of the antitrust risk onto Salesforce. Next milestones are Braze's preliminary proxy statement, which it has said it will file with the SEC, and the HSR review.