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5 thoughts on the supposed Salesforce takeover offer

Microsoft CEO Satya Nadella and Salesforce CEO Marc Benioff.Microsoft CEO Satya Nadella and Salesforce CEO Marc Benioff.
Microsoft CEO Satya Nadella and Salesforce CEO Marc Benioff.Photograph by Anna Kuperberg

Salesforce stock yesterday jumped 13.5%, on a Bloomberg report that the company has hired bankers “to help it field takeover offers after being approached by a potential acquirer.” Shares have fallen back a bit this morning, but any actual buyout would still have to be in the $50 billion range.

Here are five notes on this potential blockbuster:

1. We don’t know if Bloomberg is right: I’m not suggesting that the reporters messed up on this one, but figure it’s important to lead off with a note of caution. From what I can tell, no other media organization has yet done its own independent report on Salesforce (CRM) hiring bankers, including us at Fortune. For its part, the cloud software giant is only saying that it doesn’t comment on rumors or speculation (although this is a big enough report that it should deviate from such policy if the story is false). It’s also unclear who would have incentive to leak such a thing, given that this isn’t a situation where bankers need to shake the trees to find prospective buyers — there are only a handful of logical candidates.

2. But let’s assume it’s right: The most likely bank is BofA Merrill Lynch (BAC), given its history with Salesforce. Frank Quattrone’s Qatalyst is a dark horse, if only because it seems to be involved in all big-money software M&A lately.

3. Who it’s not: Bloomberg’s list of mystery suitors includes Oracle, IBM and SAP. Let’s cross off that last one, both due to what sources tell us and the CEO’s recent public posture on the possibility of big M&A. IBM (IBM) also seems unlikely, given that it has just $8.8 billion of cash on hand and this total deal would be valued at around $50 billion. Oracle (ORCL) makes the most sense from a strategic perspective, and did just sell $10 billion in notes yesterday. It also would give Larry Ellison a way to avoid eventually promoting one of his two co-CEOs (Mark Hurd and Safra Catz). But we’re also hearing that the suitor wasn’t Oracle — although that doesn’t preclude the company from soon jumping into the fray. Finally, don’t expect private equity to play here. Too big a deal, particularly in an era when PE firms don’t like to ‘club’ up for large transactions. In addition, Salesforce doesn’t have the sort of cash-flow that PE typically seeks.

4. Who it (probably) is: Microsoft. Remember, Satya Nadella was leading Microsoft’s (MSFT) cloud business before being named CEO, and Salesforce CEO Marc Benioff has been publicly complimenting Nadella for months. Yes, this would be a massive strategic shift for Microsoft, and maybe even a geographic one. But no one else in this group has the same financial resources, nor a new CEO with a major mandate for change. Also worth noting, for whatever it’s worth, that Benioff and Nadella both were at the same private CEO event on Tuesday night, in advance of a Microsoft developers conference in San Francisco.

5. Marc’s role: Those familiar with Salesforce say it is difficult to imagine Benioff ever taking a #2 role, even at a place like Microsoft. However, they also say that Salesforce has always been willing to sell at the right price. That means one of two things could happen in a sale scenario: Either Benioff gets made CEO of a company like Oracle or IBM, or he takes a Microsoft board seat (chairmanship?) and focuses most of his efforts on philanthropy.

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