Statement of the Department of Justice Antitrust Division on the Closing of Its Investigation of the Merger of Seismic Software Inc. and Highspot Inc.

Associate Attorney General Stanley E. Woodward Jr. of the U.S. Department of Justice issued the following statement today in connection with the closing of the Antitrust Division’s investigation into the proposed merger between Seismic Software, Inc. (Seismic) and Highspot Inc. (Highspot): “After a targeted review of key competitive questions, the Antitrust Division made the decision to close its investigation, reducing the Second Request compliance burden on the merging companies. The resolution of this matter using a targeted approach is an excellent example of the Antitrust Division efficiently reviewing a proposed merger with an expedited focus on key dispositive issues.” On Feb. 12, Seismic and Highspot announced that they had signed a definitive agreement to merge. Both firms offer sales enablement software platforms to businesses. The Antitrust Division opened an investigation and issued Second Requests to the merging companies. “Merging companies often claim that AI is a disruptive force and rationale for consolidation among close competitors in industries subject to historically high barriers to entry,” said Deputy Assistant Attorney General G. Charles Beller of the Justice Department's Antitrust Division. “The Division critically evaluates such claims based on the facts in each individual case, including reviewing whether ordinary-course documents and data from the merging companies and third parties substantiate such claims.” Based on the particular facts surrounding Seismic and Highspot’s proposed merger, the Division and the merging parties entered into a timing agreement that prioritized the production of evidence the Division considered to be relevant to AI entry and repositioning. The Division used this and other material to evaluate its concerns and the merging companies’ arguments. Over the course of the following three months, the Division conducted a thorough investigation, reviewing documents, analyzing data, and interviewing industry participants. In particular, the Division analyzed whether the proposed merger may harm competition for sales enablement software platforms. Although the merging companies and other legacy providers have competed in this space without meaningful entry from larger, more diversified tech companies operating in adjacent markets, the Division considered whether entry from newer, AI-native firms may be timely, likely, and sufficient to make any risk of harm to competition unlikely. Multiple types of evidence indicated that AI-native firms are growing quickly to win sales enablement software platform customers and are increasing competitive pressure on legacy providers. Following this review, the Division decided that its investigation could be closed.