This discussion of the merger is qualified in its entirety by reference to the merger agreement, which is attached as Annex A to this proxy statement and incorporated into this proxy statement by reference. You should read the entire merger agreement carefully as it is the legal document that governs the merger.
Parties Involved in the Merger
LinkedIn Corporation
2029 Stierlin Court
Mountain View, CA 94043
(650) 687-3600
LinkedIn is the world's largest professional network on the Internet with over 433 million members in over 200 countries and territories as of the date of this proxy statement. Members use our platform to stay connected and informed, advance their career and work smarter.
LinkedIn's Class A common stock is listed on the NYSE under the symbol "LNKD."
Microsoft Corporation
One Microsoft Way
Redmond, WA 95054
(425) 882-8080
Microsoft is a technology company whose mission is to empower every person and every organization on the planet to achieve more. Its strategy is to build best-in-class platforms and productivity services for a mobile-first, cloud-first world. Founded in 1975, Microsoft operates worldwide and has offices in more than 100 countries. Microsoft develops, licenses, and supports a wide range of software products, services, and devices that deliver new opportunities, greater convenience, and enhanced value to people's lives. Microsoft offers an array of services, including cloud-based services, to consumers and businesses. Microsoft designs, manufactures, and sells devices that integrate with its cloud-based services, and Microsoft delivers relevant online advertising to a global audience.
Microsoft's common stock is listed on Nasdaq under the symbol "MSFT."
Liberty Merger Sub Inc.
c/o Microsoft Corporation
One Microsoft Way
Redmond, WA 95054
(425) 882-8080
Merger Sub is a wholly owned direct subsidiary of Microsoft and was formed on June 10, 2016, solely for the purpose of engaging in the transactions contemplated by the merger agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the merger agreement.
Upon the terms and subject to the conditions of the merger agreement, Merger Sub will merge with and into LinkedIn, with LinkedIn continuing as the surviving corporation. As a result of the merger, LinkedIn will become a wholly owned subsidiary of Microsoft, and our Class A common stock will no longer be publicly traded and will be delisted from the NYSE. In addition, our Class A common stock will be deregistered under the Exchange Act, and we will no longer file periodic
reports with the SEC. If the merger is completed, you will not own any shares of the capital stock of the surviving corporation.
The effective time of the merger will occur upon the filing of a certificate of merger with and acceptance of such certificate by the Secretary of State of the State of Delaware (or at such later time as we, Microsoft and Merger Sub may agree and specify in such certificate of merger).
Effect on LinkedIn if the Merger is Not Completed
If the merger agreement is not adopted by LinkedIn stockholders or if the merger is not completed for any other reason, LinkedIn stockholders will not receive any payment for their shares of common stock. Instead, LinkedIn will remain an independent public company, our Class A common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act and we will continue to file periodic reports with the SEC. In addition, if the merger is not completed, we expect that our management will operate the business in a manner similar to that in which it is being operated today and that LinkedIn stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which LinkedIn operates and adverse economic conditions.
Furthermore, if the merger is not completed, and depending on the circumstances that caused the merger not to be completed, the price of our Class A common stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of our Class A common stock would return to the price at which it trades as of the date of this proxy statement.
Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of common stock. If the merger is not completed, the LinkedIn Board will continue to evaluate and review, among other things, LinkedIn's business, operations, strategic direction and capitalization, and will make whatever changes it deems appropriate. If the merger agreement is not adopted by LinkedIn stockholders or if the merger is not completed for any other reason, LinkedIn's business, prospects or results of operation may be adversely impacted.
Under specified circumstances, LinkedIn will be required to pay Microsoft a termination fee of $725 million upon the termination of the merger agreement. For more information, see the section of this proxy statement captioned "The Merger Agreement—Termination Fee."
In the merger, each outstanding share of common stock (other than shares held by (1) LinkedIn as treasury stock; (2) Microsoft, Merger Sub or their respective subsidiaries; and (3) LinkedIn stockholders who have properly and validly exercised and perfected their appraisal rights under Delaware law with respect to such shares) will be cancelled and converted into the right to receive the per share merger consideration.
After the merger is completed, you will have the right to receive the per share merger consideration, as described in the section of this proxy statement captioned "The Merger Agreement—Conversion of Shares," but you will no longer have any rights as a stockholder (except that LinkedIn stockholders who properly exercise and do not validly withdraw or subsequently lose their appraisal rights will have the right to receive a payment for the "fair value" of their shares as determined pursuant to an appraisal proceeding as contemplated by Delaware law, as described in the section of this proxy statement captioned "The Merger—Appraisal Rights").
