Braze Acquisition: Salesforce Products Off Limits, $300M Fee

Salesforce agreed to buy Braze for $47.50 a share in cash, but the merger agreement walls off Salesforce's own products from any antitrust fix. Section 6.2(a) of the merger agreement, signed Monday, October 19, 2026, says neither side must accept a remedy that would "have any impact on any asset, business (or portions thereof), product lines or product of Parent," meaning Salesforce. If regulators block the deal instead, Salesforce owes Braze a $300 million Regulatory Termination Fee.

Why the Salesforce Product Carve-Out Matters

Braze names Salesforce as a rival. Its annual report filed March 25, 2026 says: "We face competition from software companies that offer marketing solutions, such as Adobe, Salesforce, Iterable, and Klaviyo." Salesforce's October 20 release says Braze "is expected to strengthen Marketing Cloud's cross-channel personalization."

Section 6.2(a) calls three kinds of remedy a "Burdensome Condition," and no party has to accept one. The first is any action that would hurt Salesforce, Braze or their subsidiaries in a way "material relative to the value of the Company," meaning Braze. The second is any impact at all on a Salesforce asset, business, product line or product, other than Braze's own. The third is anything that would "materially reduce the reasonably anticipated benefits" of the deal to Salesforce, including synergies. No party has to commit to any remedy unless it is conditioned on the merger closing. Section 7.1(b) makes clearance without a Burdensome Condition a closing condition.

The cap on remedies is not a cap on effort. The same section requires each side to use reasonable best efforts, including "defending through litigation on the merits" any claim brought in court by the US federal government under the HSR Act, the Sherman Act, the Clayton Act or the Federal Trade Commission Act. The parties must file their HSR forms within 20 business days of signing unless they agree to a later date. The litigation duty names only US federal claims, not other governments.

When Salesforce Pays the $300 Million Fee

Under Section 8.2(b)(i), Salesforce pays the $300 million within two business days if the deal is terminated at the outside date, or because of a final antitrust injunction or law, while the antitrust conditions are the only ones still open and the rest are met or could be met at closing. If Braze is the side terminating, it must first give notice, waive the antitrust injunction condition and confirm it is ready to close. Salesforce then has five business days to close, or, in the injunction case, to waive the condition itself, and avoid the fee.

The outside date is the first anniversary of signing, Tuesday, October 19, 2027. It extends automatically by 90 days, and then by 90 more, if only regulatory conditions are holding up closing. That runs to Sunday, April 16, 2028, a TradeFlock calculation. Salesforce's release expects closing in its fiscal year 2028, which ends January 31, 2028.

Copart's regulatory fee in its ACV Auctions deal was $115.3 million. By contrast, the only break fee in Merck KGaA's agreement for Silence Therapeutics runs from the target to the buyer.

Braze's $191.39 Million Fee and the Vote

Braze would pay Salesforce $191.39 million in cases including a change of board recommendation, a termination to take a superior proposal, or a material breach of its no-shop. The fee also applies after an outside-date, failed-vote or certain breach terminations if a rival proposal was made public or known to the board, was not withdrawn at least three business days before the earlier of the stockholder meeting and termination, and a deal for more than 50% of Braze is signed or completed within 12 months.

Section 3.2 lists 113,594,303 Class A shares outstanding on October 15, 2026, including 1,236,475 restricted shares, and no Class B shares. At $47.50, those shares come to about $5.40 billion, a TradeFlock calculation that leaves out 10,691,078 RSUs, 329,336 PSUs at target and options over 2,859,370 shares. On that basic share value, Salesforce's fee is about 5.6% and Braze's about 3.5%, also TradeFlock calculations. The release puts enterprise value at about $5.66 billion.

Approval needs a majority of the outstanding Class A shares. Co-founders Bill Magnuson and Jon Hyman, three Hyman trusts, Scintillating Holdings LLC and director Neeraj Agrawal signed a voting agreement covering 5,999,825 shares listed in its Schedule A, about 5.3% of the outstanding shares, a TradeFlock calculation. That agreement ends if the merger agreement is terminated.

What Happens Next

Braze must file a proxy statement and hold a stockholder vote. The deal also needs the HSR waiting period to end and the other antitrust and foreign investment approvals listed in Braze's disclosure letter, which was not filed, all without a Burdensome Condition. Holders who properly perfect appraisal rights under Section 262 of Delaware's corporate law are excluded from the cash payout and may seek appraisal instead.

Cover photo: Sunlit leaves behind a chain-link fence at sunset, by Ivan Radic via Wikimedia Commons, used under CC BY 2.0.