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Organization and Description of Business | 6 Months Ended
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Jun. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Organization and Description of Business | Note 1. Organization and Description of Business Informatica Inc. (the “Company” or “Informatica”) delivers an industry leading artificial intelligence (“AI”) enabled data management products on a cloud native platform that connects, manages, and unifies data across multi-vendor, multi-cloud and hybrid systems at enterprise scale. The platform enables the Company’s customers to accurately track and understand their data, allowing them to create 360-degree customer experiences, automate data operations across enterprise-wide business processes, and pursue holistic data-driven digital strategies by harnessing the power of the cloud. The Company’s platform includes a suite of interoperable data management products that leverage the shared services and metadata of the underlying platform, including products for Data Catalog, Data Integration & Engineering, API & Application Integration, Data Quality and Observability, Master Data Management, Customer and Business 360 Applications, Governance, Access and Privacy, and Data Marketplace. The Company was incorporated as a Delaware corporation on June 4, 2021. Unless the context otherwise requires, references to “Informatica” and the “Company” mean Informatica Inc. and its consolidated subsidiaries for all periods presented. Proposed Transaction with Salesforce On May 26, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Salesforce, Inc., a Delaware corporation (“Salesforce”) and Phoenix I Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Salesforce (“Merger Sub”). Pursuant to the terms of the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Salesforce (the “Merger”), and Merger Sub will cease to exist. At the effective time of the Merger (the “Effective Time”), (a) each issued and outstanding share of Class A common stock, $0.01 par value per share (“Class A common stock”) and Class B-1 common stock, $0.01 par value per share (“Class B-1 common stock”) (other than any of the shares described in the next sentence) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $25.00 per share in cash, without interest (the “Class A and Class B-1 Merger Consideration”), and (b) each issued and outstanding share of Class B-2 common stock, $0.00001 par value per share, of the Company issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $0.0000100115 per share in cash, without interest (the “Class B-2 Merger Consideration” and together with the Class A and Class B-1 Merger Consideration, the “Merger Consideration”). However, the Merger Consideration will not be paid, nor will any distribution be made, in respect of any shares of the Company’s Class A common stock or Class B-1 common stock owned immediately prior to the Effective Time by (1) the Company (including the Company’s treasury shares), Merger Sub, Salesforce or any direct or indirect wholly owned subsidiary of Salesforce, which at the Effective Time will automatically be cancelled without any conversion thereof, and (2) stockholders or beneficial owners of shares of the Company’s common stock who have neither voted in favor of the Merger nor consented thereto in writing and who have properly and timely demanded appraisal for such shares in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”, and such shares, the “Dissenting Shares”). At the Effective Time, holders of any Dissenting Shares will be entitled only to such rights as are granted by the DGCL. From and after the Effective Time, all shares of the Company’s common stock shall cease to be issued and outstanding and shall automatically be cancelled and retired and shall cease to exist. As a result of the Merger, the Company will cease to be a publicly-traded company. The Merger Agreement and Merger Consideration have been approved by the boards of directors of both Salesforce and the Company. The Merger Agreement and the Merger also have been approved by EvomLux S.à.r.l., Ithaca L.P. (together, “Permira”) and Canada Pension Plan Investment (“CPP Investments”) (each a "Sponsor" and together "the Sponsors"), which together hold a majority of the outstanding shares of Class A common stock and Class B-1 common stock. As a result, no further approval of the Company’s stockholders is required under applicable law, the Company’s amended and restated certificate of incorporation or the Merger Agreement to adopt the Merger Agreement. The Merger is expected to close early in Salesforce’s fiscal year 2027, which begins on February 1, 2026, subject to the receipt of required regulatory clearances and satisfaction of other customary closing conditions set forth in the Merger Agreement. The Merger Agreement contains certain customary termination rights for the Company and Salesforce and provides that a termination fee of $253 million will be payable by the Company to Salesforce upon termination of the Merger Agreement under certain circumstances, including where Salesforce terminates the Merger Agreement as a result of the Company’s breach of the Merger Agreement following receipt of a bona fide acquisition proposal that has not been withdrawn at least three business days prior to the date of such termination, and within 12 months of such termination, the Company enters into a definitive agreement providing for an acquisition proposal or consummates an acquisition proposal. In certain circumstances, a regulatory termination fee of $363 million will be payable by Salesforce to the Company in the event that the Merger Agreement is terminated due to the failure to obtain certain required regulatory approvals. The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is filed as Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on May 28, 2025, and incorporated by reference herein. In connection with the pending Merger, the Company incurred $12.0 million of costs in general and administrative expense in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2025, including professional services and financial advisory fees.

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