On Wednesday, August 19, 2026, the U.S. Department of Justice (DOJ) announced that it had closed its investigation into the merger between Seismic Software, Inc. and Wilson Sonsini client Highspot Inc., both of which offer sales enablement software platforms to businesses. The merger, announced in February 2026, created a combined company focusing on developing a “comprehensive AI-powered platform spanning enablement, content, learning, coaching, analytics, and insights across the full revenue lifecycle, with a focus on accelerating innovation and delivering greater value to customers through a combination of the best of both Seismic’s and Highspot’s AI-driven innovations.”
The DOJ issued a second request on the deal. The DOJ’s closing statement revealed that the transaction was reviewed using the targeted, phased approach embodied in the new model timing agreement released by the DOJ in July 2026. Associate Attorney General Stanley E. Woodward Jr., who is overseeing operations of the DOJ Antitrust Division pending the confirmation of Adam Candeub, called this approach “an excellent example of the Antitrust Division efficiently reviewing a proposed merger with an expedited focus on key dispositive issues.”
According to the DOJ’s closing statement, Seismic and Highspot argued that likely entry from AI-native firms forestalled any risk to competition from the combination of their sales enablement platforms. The parties and the DOJ accordingly entered into a timing agreement that “prioritized the production of evidence the Division considered to be relevant to AI entry and repositioning.” Based on the parties’ targeted document and data productions on that topic, along with material gathered from third parties, the DOJ concluded that AI entrants are an increasingly important competitive presence in the sales enablement software market. The DOJ therefore decided to close its investigation without requiring compliance with the full second request.
The DOJ closing statement indicates that the second request investigation period in this case lasted just three months, compared to typical timelines of six or more months for compliance with a full second request. Seismic’s and Highspot’s successful use of a targeted production is a clear example of the potential for firms to use timing agreements, such as the new DOJ model timing agreement, to potentially reduce the costs and delay of merger review. Early engagement with the DOJ may allow parties to identify discrete and potentially dispositive issues for such targeted review.
The DOJ’s closing statement also offers insight into what evidence the agency may find persuasive with respect to entry and repositioning. The statement suggests skepticism regarding entry from established software providers in adjacent markets, noting that the parties had “competed in [the sales enablement] space without meaningful entry from larger, more diversified tech companies operating in adjacent markets.” However, the statement appeared to credit evidence showing actual competition, even from newer entrants, alluding to evidence that “AI-native firms are growing quickly to win sales enablement software platform customers and are increasing competitive pressure on legacy providers.” This contrast highlights the importance of concretizing arguments about competitive entry.
For more information, please contact any member of Wilson Sonsini’s Antitrust and Competition practice.
