On June 9, 2019, Tableau Software, Inc., a Delaware corporation (the Company) and salesforce.com, inc., a Delaware corporation
(salesforce) issued a joint press release announcing the execution of an Agreement and Plan of Merger, by and among the Company, salesforce and Sausalito Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
salesforce (the Merger Agreement).
A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by
reference.
In connection with the announcement of the Merger Agreement, the Company and salesforce intend to provide supplemental information regarding
the proposed transaction in connection with a presentation to analysts and investors. The slides that will be made available in connection with the presentation are attached hereto as Exhibit 99.2 and are incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
Additional Information and Where to Find It
The exchange offer referenced in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell shares, nor is it a substitute for any offer materials that the Company, salesforce or its acquisition subsidiary will file with the U.S. Securities and Exchange Commission (the SEC). At
the time the exchange offer is commenced, salesforce and its acquisition subsidiary will file a tender offer statement on Schedule TO, salesforce will file a registration statement on Form
S-4
and the Company
will file a Solicitation/Recommendation Statement on Schedule
14D-9
with the SEC with respect to the exchange offer. THE EXCHANGE OFFER MATERIALS (INCLUDING AN OFFER TO EXCHANGE, A RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER EXCHANGE OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF THE COMPANYS SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING EXCHANGING THEIR SECURITIES. The Solicitation/Recommendation Statement, the Offer to Exchange, the related Letter
of Transmittal and certain other exchange offer documents will be made available to all of the Companys stockholders at no expense to them. The exchange offer materials and the Solicitation/Recommendation Statement will be made available for
free on the SECs website at
www.sec.gov
. Copies of the documents filed with the SEC by salesforce will be available free of charge under the Financials heading of the Investor Relations section of salesforces website at
www.salesforce.com/investor
. Copies of the documents filed with the SEC by the Company will be available free of charge under the SEC filings heading of the Investors section of the Companys website at
investors.tableau.com/
.
Forward-Looking Statements
This
communication contains forward-looking information related to the Company and the acquisition of the Company by salesforce that involves substantial risks, uncertainties and assumptions that could cause actual results to differ materially from those
expressed or implied by such statements. Forward-looking statements in this release include, among other things, statements about the potential benefits of the proposed transaction, the Companys plans, objectives, expectations and intentions,
the financial condition, results of operations and business of the Company, and the anticipated timing of closing of the proposed transaction. Risks and uncertainties include, among other things, risks related to the ability of the Company to
consummate the proposed transaction on a timely basis or at all, including due to complexities resulting from the adoption of new accounting pronouncements and associated system implementations; salesforces ability to successfully integrate
the Companys operations; salesforces ability to implement its plan, forecasts and other expectations with respect to the