Form SC TO-T Tableau Software Inc Filed by: SALESFORCE COM INC

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE TO

(RULE 14D-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 

 

Tableau Software, Inc.

(Name of Subject Company)

Sausalito Acquisition Corp.

(Offeror)

salesforce.com, inc.

(Parent of Offeror)

(Names of Filing Persons)

 

 

CLASS A COMMON STOCK, $0.0001 PAR VALUE

CLASS B COMMON STOCK, $0.0001 PAR VALUE

(Title of Class of Securities)

Class A Common Stock – 87336U105

Class B Common Stock – None

(CUSIP Number of Class of Securities)

Amy Weaver, Esq.

President, Legal and Corporate Affairs,

General Counsel and Secretary

Salesforce Tower

415 Mission Street, 3rd Floor

San Francisco, California 94105

(415) 901-7000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

Andrew J. Nussbaum, Esq.

Edward J. Lee, Esq.

Raaj S. Narayan, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-2000

 

 

CALCULATION OF FILING FEE

Transaction Valuation*		Amount of Filing Fee**
$15,911,573,375		$1,928,482.69

*

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended, based on the product of (i) $164.60, the average of the high and low sales prices per share of Tableau Class A common stock on June 28, 2019, as reported by the New York Stock Exchange, and (ii) 96,668,125 (which represents the estimated maximum number of shares of Tableau Class A common stock and Tableau Class B common stock that may be exchanged in the offer and the subsequent merger described herein for the transaction consideration, including (x) shares underlying Tableau equity awards outstanding as of June 24, 2019, and (y) shares underlying Tableau equity awards that are expected to be granted between June 24, 2019 and the closing of the offer and the subsequent merger described herein in accordance with the merger agreement described herein). The Tableau Class B common stock is not publicly traded but converts, on a one-for-one basis, into Tableau Class A common stock at the election of the holder. Each share of Tableau Class B common stock validly tendered and not validly withdrawn pursuant to the offer described herein will automatically convert into one share of Tableau Class A common stock upon consummation of the offer.

**	The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals 0.0001212 multiplied by the proposed maximum offering price.

 

☒	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: $1,928,482.69		Filing Party: salesforce.com, inc.
Form or Registration No.: Form S-4		Date Filed: July 3, 2019

 

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

☒	third-party tender offer subject to Rule 14d-1.

☐	issuer tender offer subject to Rule 13e-4.

☐	going-private transaction subject to Rule 13e-3.

☐	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

 

 

 

This Tender Offer Statement on Schedule TO is filed by salesforce.com, inc., a Delaware corporation (“Salesforce”), and Sausalito Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Salesforce (the “Offeror”). This Schedule TO relates to the offer by Offeror to exchange for each outstanding share of Class A common stock of Tableau Software, Inc., a Delaware corporation (“Tableau”), par value $0.0001 per share (“Tableau Class A common stock”), and Class B common stock of Tableau, par value $0.0001 per share (“Tableau Class B common stock,” and together with “Tableau Class A common stock,” “Tableau common stock” and such shares of Tableau common stock, “Tableau shares”), validly tendered and not validly withdrawn in the offer: 1.103 shares of Salesforce common stock, par value $0.001 per share (which we refer to as “Salesforce common stock” and such shares of Salesforce common stock, “Salesforce shares”), together with cash in lieu of any fractional shares of Salesforce common stock, without interest and subject to reduction for applicable withholding taxes (such consideration, the “Transaction Consideration,” and such offer, on the terms and subject to the conditions and procedures set forth in the prospectus/offer to exchange, dated July 3, 2019 (the “Prospectus/Offer to Exchange”), and in the related letter of transmittal (the “Letter of Transmittal”), together with any amendments or supplements thereto, the “Offer”).

Salesforce has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 dated July 3, 2019, relating to the offer and sale of shares of Salesforce common stock to be issued to holders of shares of Tableau common stock validly tendered and not validly withdrawn in the Offer (the “Registration Statement”). The terms and conditions of the Offer are set forth in the Prospectus/Offer to Exchange, which is a part of the Registration Statement, and the Letter of Transmittal, which are filed as Exhibits (a)(4) and (a)(1)(A), respectively, hereto. Pursuant to General Instruction F to Schedule TO, the information contained in the Prospectus/Offer to Exchange and the Letter of Transmittal, including any prospectus supplement or other supplement thereto related to the Offer hereafter filed with the SEC by Salesforce or Offeror, is hereby expressly incorporated into this Schedule TO by reference in response to Items 1 through 11 of this Schedule TO and is supplemented by the information specifically provided for in this Schedule TO. The Agreement and Plan of Merger, dated as of June 9, 2019, by and among Salesforce, the Offeror and Tableau, a copy of which is attached as Exhibit (d)(1) to this Schedule TO, is incorporated into this Schedule TO by reference.

 

Item 1.

Summary Term Sheet.

The information set forth in the sections of the Prospectus/Offer to Exchange entitled “Summary” and “Questions and Answers About the Offer and the Merger” is incorporated into this Schedule TO by reference.

 

Item 2.

Subject Company Information.

(a) The subject company and issuer of the securities subject to the Offer is Tableau Software, Inc., a Delaware corporation. Its principal executive office is located at 1621 North 34th Street, Seattle, Washington 98103, and its telephone number at such address is (206) 633-3400.

(b) As of June 24, 2019, there were (i) 77,003,759 shares of Tableau Class A common stock, par value $0.0001 per share, issued and outstanding and (ii) 87,372,720 shares of Tableau Class B common stock, par value $0.0001 per share, issued and outstanding.

(c) The information concerning the principal market in which the shares of Tableau Class A common stock are traded and certain high and low sales prices for the shares of Tableau Class A common stock in that principal market is set forth in “Comparative Market Price and Dividend Matters” in the Prospectus/Offer to Exchange and is incorporated into this Schedule TO by reference.

 

Item 3.

Identity and Background of Filing Person.

(a), (b) The information set forth in the sections of the Prospectus/Offer to Exchange entitled “The Companies—Salesforce” and “The Companies—The Offeror” is incorporated into this Schedule TO by reference.

(c) The information set forth in Annex C of the Prospectus/Offer to Exchange entitled “Directors and Executive Officers of Salesforce and the Offeror” is incorporated into this Schedule TO by reference.

 

Item 4.

Terms of the Transaction.

(a) The information set forth in the Prospectus/Offer to Exchange is incorporated into this Schedule TO by reference.

Item 5.

Past Contacts, Transactions, Negotiations and Agreements.

(a), (b) The information set forth in the sections of the Prospectus/Offer to Exchange entitled “The Companies,” “The Offer—Background of the Offer and the Merger,” “The Offer—Salesforce’s Reasons for the Offer and the Merger,” “The Offer—Tableau’s Reasons for the Offer and the Merger; Recommendation of the Tableau Board of Directors,” “The Offer—Interests of Certain Persons in the Offer and the Merger,” “Merger Agreement,” “Other Transaction Agreements” and “The Offer—Certain Relationships with Tableau” is incorporated into this Schedule TO by reference.

 

Item 6.

Purposes of the Transaction and Plans or Proposals.

(a), (c)(1-7) The information set forth in the sections of the Prospectus/Offer to Exchange entitled “Questions and Answers about the Offer and the Merger,” “The Offer,” “Merger Agreement” and “Other Transaction Agreements” is incorporated into this Schedule TO by reference.

 

Item 7.

Source and Amount of Funds or Other Consideration.

(a) The cash in lieu of any fractional Salesforce Shares will be paid from Salesforce’s cash on hand.

(b) The offer and merger are not subject to any financing conditions.

 

Item 8.

Interest in Securities of the Subject Company.

(a), (b) The information set forth in the sections of the Prospectus/Offer to Exchange entitled “The Companies,” “The Offer—Background of the Offer and the Merger,” “The Offer—Salesforce’s Reasons for the Offer and the Merger,” “Merger Agreement” and “The Offer—Certain Relationships with Tableau” is incorporated into this Schedule TO by reference.

 

Item 9.

Persons/Assets Retained, Employed, Compensated or Used.

(a) The information set forth in the sections of the Prospectus/Offer to Exchange entitled “The Offer—Procedure for Tendering,” “The Offer—Exchange of Shares; Delivery of Salesforce Shares” and “The Offer—Fees and Expenses” is incorporated into this Schedule TO by reference.

 

Item 10.

Financial Statements.

(a) The information set forth in the sections of the Prospectus/Offer to Exchange entitled “Selected Historical Consolidated Financial Data of Salesforce,” “Selected Historical Consolidated Financial Data of Tableau” and “Where to Obtain More Information” is incorporated into this Schedule TO by reference.

(b) The information set forth in the sections of the Prospectus/Offer to Exchange entitled “Selected Unaudited Pro Forma Condensed Combined Financial Data,” “Comparative Per Share Data (Unaudited)” and “Unaudited Pro Forma Condensed Combined Financial Statements” is incorporated into this Schedule TO by reference.

 

Item 11.

Additional Information.

(a), (c) The information set forth in the Prospectus/Offer to Exchange and the Letter of Transmittal is incorporated into this Schedule TO by reference.

 

Item 12.

Exhibits.

 

Exhibit No.		Description
(a)(1)(A)		Form of Letter of Transmittal (incorporated by reference to Exhibit 99.2 to Salesforce’s Registration Statement on Form S-4 filed on July 3, 2019)
(a)(1)(B)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.3 to Salesforce’s Registration Statement on Form S-4 filed on July 3, 2019)
(a)(1)(C)		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to Salesforce’s Registration Statement on Form S-4 filed on July 3, 2019)

(a)(4)		Prospectus/Offer to Exchange (incorporated by reference to Salesforce’s Registration Statement on Form S-4 filed on July 3, 2019)
(a)(5)(A)		Joint Press Release issued by Salesforce and Tableau, dated as of June 10, 2019 (incorporated by reference to Exhibit 99.1 to the Form 8-K/A filed by Salesforce on June 12, 2019)
(a)(5)(B)		Investor Presentation titled “Salesforce & Tableau Announcement of Definitive Agreement to Acquire Tableau,” dated as of June 10, 2019 (incorporated by reference to Exhibit 99.2 to the Form 8-K/A filed by Salesforce on June 12, 2019)
(a)(5)(C)		Certain communications by Salesforce in connection with the acquisition of Tableau by Salesforce, dated as of June 10, 2019 (incorporated by reference to Salesforce’s filing pursuant to Rule 425 on June 10, 2019)
(a)(5)(D)		Transcript of Investor Call held by Salesforce and Tableau to discuss the acquisition of Tableau by Salesforce, dated as of June 10, 2019 (incorporated by reference to Salesforce’s filing pursuant to Rule 425 on June 12, 2019)
(a)(5)(E)		Interview of Marc Benioff, Chief Executive Officer of Salesforce, on CNBC’s Mad Money, dated as of June 10, 2019 (incorporated by reference to Salesforce’s filing pursuant to Rule 425 on June 11, 2019)
(a)(5)(F)		Salesforce Distribution Team FAQ, dated as of June 13, 2019 (incorporated by reference to Salesforce’s filing pursuant to Rule 425 on June 13, 2019)
(a)(5)(G)		Chatter Post by Mike Rosenbaum, Executive Vice President, Product, of Salesforce, dated as of June 14, 2019 (incorporated by reference to Salesforce’s filing pursuant to Rule 425 on June 14, 2019)
(a)(5)(H)		Article by Kevin McLaughlin, dated as of June 19, 2019 (incorporated by reference to Salesforce’s filing pursuant to Rule 425 on June 20, 2019)
(a)(5)(I)		Form of Summary Advertisement*
(d)(1)		Agreement and Plan of Merger, dated as of June 9, 2019, by and among Salesforce, Tableau and the Offeror (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Salesforce on June 10, 2019)
(d)(2)		Letter Agreement, dated as of June 9, 2019, by and among Salesforce, the Offeror and Christian Chabot, Christopher Stolte and Patrick Hanrahan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Salesforce on June 10, 2019)
(d)(4)		Confidentiality Agreement, dated February 27, 2019, by and between Salesforce and Tableau (incorporated by reference to Exhibit 99.5 to Salesforce’s Registration Statement on Form S-4 filed on July 3, 2019)
(d)(5)		Exclusivity Agreement, dated as of May 18, 2019, by and between Salesforce and Tableau (incorporated by reference to Exhibit 99.6 to Salesforce’s Registration Statement on Form S-4 filed on July 3, 2019)
(d)(6)		Letter Amendment to Exclusivity Agreement, dated as of June 4, 2019, by and between Salesforce and Tableau (incorporated by reference to Exhibit 99.7 to Salesforce’s Registration Statement on Form S-4 filed on July 3, 2019)

 

*	Filed herewith.

 

Item 13.

Information Required by Schedule 13E-3.

Not applicable.

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 3, 2019

 

SAUSALITO ACQUISITION CORP.
By:		/s/ Sarah Dods
Name:		Sarah Dods
Title:		President
SALESFORCE.COM, INC.
By:		/s/ Mark J. Hawkins
Name:		Mark J. Hawkins
Title:		Chief Financial Officer

Exhibit (a)(5)(I)

A registration statement relating to the securities proposed to be issued in the Offer (as defined below) has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. Such securities may not be sold nor may offers to buy such securities be accepted prior to the time the registration statement becomes effective. This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Tableau Common Stock (as defined below), nor is it an offer to purchase or a solicitation of an offer to sell shares of Salesforce Common Stock (as defined below), and the statements herein are subject in their entirety to the terms and conditions of the Offer. The Offer is made solely by the prospectus/offer to exchange (as defined below) and the related letter of transmittal, and any amendments or supplements thereto, and is being made to all holders of shares of Tableau Common Stock. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of shares of Tableau Common Stock in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such jurisdiction. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Offeror (as defined below) by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by the Offeror.

Notice of Offer by

Sausalito Acquisition Corp.,

an indirect wholly owned subsidiary of

salesforce.com, inc.,

to exchange each outstanding share of Class A common stock and Class B common stock of

Tableau Software, Inc.

for

1.103 shares of common stock of salesforce.com, inc.

(subject to the terms and conditions described in the prospectus/offer to exchange and letter of transmittal)

salesforce.com, inc. (“Salesforce”), a Delaware corporation, through its indirect wholly owned subsidiary, Sausalito Acquisition Corp., a Delaware corporation (the “Offeror”), is offering to exchange for each outstanding share of Class A common stock of Tableau Software, Inc., a Delaware corporation (“Tableau”), par value $0.0001 per share (the “Tableau Class A Common Stock”) and Class B common stock of Tableau, par value $0.0001 per share (the “Tableau Class B Common Stock” and together with the Tableau Class A Common Stock, “Tableau Common Stock”), validly tendered in the Offer and not validly withdrawn, 1.103 shares of common stock of Salesforce, par value $0.001 per share (the “Salesforce Common Stock”), together with cash in lieu of any fractional shares of Salesforce Common Stock, without interest and less any applicable withholding taxes (such consideration, the “offer consideration,” and such offer, on the terms and subject to the conditions and procedures set forth in the prospectus/offer to exchange, dated July 3, 2019 (the “prospectus/offer to exchange”), and in the related letter of transmittal, together with any amendments or supplements thereto, the “Offer”).

 

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of June 9, 2019 (as it may be amended from time to time, the “Merger Agreement”), by and among Salesforce, the Offeror and Tableau. The Merger Agreement provides, among other things, that the Offeror will make the Offer and, subject to the

satisfaction or waiver of certain conditions, the Offeror will accept for exchange, and promptly thereafter exchange, shares of Tableau Common Stock validly tendered in the Offer and not validly withdrawn. Following consummation of the Offer, subject to the terms and conditions set forth in the Merger Agreement, the Offeror will be merged with and into Tableau (the “Merger”), with Tableau continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of Salesforce. If the Offer is completed, the Merger will be governed by Section 251(h) of the General Corporation Law of the State of Delaware, and accordingly, no stockholder vote will be required to consummate the Merger. At the effective time of the Merger, each outstanding share of Tableau Common Stock (other than shares of Tableau Common Stock held in treasury by Tableau or held by Salesforce, the Offeror or any wholly owned subsidiary of Salesforce or Tableau) will be automatically converted into the right to receive the offer consideration. As a result of the Merger, Tableau will cease to be a publicly traded company and will become wholly owned by Salesforce. No appraisal are available in connection with the Offer or the Merger. The Merger Agreement is more fully described in the prospectus/offer to exchange.

The offer and withdrawal rights will expire at midnight, Eastern Time, at the end of July 31, 2019 (the “Expiration Date,” unless the Offeror has extended the period during which the Offer is open in accordance with the Merger Agreement, in which event “Expiration Date” will mean the latest time and date at which the Offer, as so extended by the Offeror, shall expire).

The Offer is not subject to any financing condition. The Offer is conditioned upon, among other things, the satisfaction of the Minimum Tender Condition (as described below) and the Regulatory Approval Condition (as described below).

The “Minimum Tender Condition” requires that, prior to the expiration of the Offer, there have been validly tendered and not validly withdrawn in accordance with the terms of the Offer a number of shares of Tableau Common Stock that, upon the consummation of the Offer (assuming that shares of Tableau Class B Common Stock validly tendered (and not validly withdrawn) will convert into shares of Tableau Class A Common Stock upon the consummation of the Offer), together with any shares of Tableau Common Stock then owned by Salesforce and the Offeror, would represent at least a majority of the aggregate voting power of the shares of Tableau Common Stock outstanding immediately after the consummation of the Offer.

The “Regulatory Approval Condition” requires that any applicable waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, has expired or been terminated and any required pre-closing approvals, consents, waivers or clearances under the applicable antitrust laws of Germany have been obtained.

The Offer is also subject to other conditions as set forth in the Merger Agreement and described in the prospectus/offer to exchange (together with the conditions described above, the “Offer Conditions”).

The board of directors of Tableau has unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are fair to, and in the best interests of, Tableau and its stockholders; (ii) determined that it is in the best interests of Tableau and its stockholders and declared it advisable to enter into the Merger Agreement; (iii) approved the execution and delivery by Tableau of the Merger Agreement, the performance by Tableau of its covenants and agreements contained in the Merger Agreement and the consummation of the Offer, the Merger and the other transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained in the Merger Agreement; and (iv) resolved to recommend, and recommended, that the stockholders of Tableau accept the Offer and tender their shares of Tableau Common Stock to the Offeror pursuant to the Offer.

Under certain circumstances, as set forth in the Merger Agreement and summarized in the prospectus/offer to exchange, the Offeror may be required to extend the Offer and the previously scheduled expiration date. In the case of any extension, any such announcement will be issued no later than 9:00 a.m., Eastern Time, on the next business day following the previously scheduled expiration date. Subject to applicable law (including Rules

 

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14d-4(c) and 14d-6(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which require that any material change in the information published, sent or given to stockholders in connection with the Offer be promptly disseminated to stockholders in a manner reasonably designed to inform them of such change) and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror assumes no obligation to publish, advertise or otherwise communicate any such public announcement of this type other than by issuing a press release. During any extension, shares of Tableau Common Stock previously validly tendered and not validly withdrawn will remain subject to the Offer, subject to the right of each Tableau stockholder to withdraw previously tendered shares of Tableau Common Stock. No subsequent offering period will be available following the expiration of the Offer without the prior written consent of Tableau, other than in accordance with the extension provisions set forth in the Merger Agreement.

Subject to the terms and conditions of the Merger Agreement, the Offeror also reserves the right to waive any Offer Condition or modify the terms of the Offer.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the shares of Salesforce Common Stock to be issued as consideration in the Offer or passed on upon the adequacy or accuracy of the prospectus/offer to exchange. Any representation to the contrary is a criminal offense.

Upon the terms of the Offer and subject to the satisfaction or waiver of the Offer Conditions (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment in accordance with the Merger Agreement), promptly after the Expiration Date, the Offeror will accept for exchange, and will thereafter promptly exchange, shares of Tableau Common Stock validly tendered and not validly withdrawn prior to the Expiration Date. In all cases, a Tableau stockholder will receive consideration for tendered shares of Tableau Common Stock only after timely receipt by the exchange agent of certificates for those shares, if any, or a confirmation of a book-entry transfer of those shares into the exchange agent’s account at The Depository Trust Company (“DTC”), a properly completed and duly executed letter of transmittal or an agent’s message in connection with a book-entry transfer and any other required documents.

For purposes of the Offer, the Offeror will be deemed to have accepted for exchange shares of Tableau Common Stock validly tendered and not validly withdrawn if and when it notifies the exchange agent of its acceptance of those shares pursuant to the Offer. The exchange agent will deliver to the applicable Tableau stockholders any shares of Salesforce Common Stock issuable in exchange for shares of Tableau Common Stock validly tendered and accepted pursuant to the Offer promptly after receipt of such notice. The exchange agent will act as the agent for tendering Tableau stockholders for the purpose of receiving shares of Salesforce Common Stock from the Offeror and transmitting such shares to the tendering Tableau stockholders.

Tableau stockholders may withdraw tendered shares of Tableau Common Stock at any time until the Expiration Date and, if the Offeror has not agreed to accept the shares for exchange on or prior to September 1, 2019, Tableau stockholders may thereafter withdraw their shares from tender at any time after such date until the Offeror accepts shares for exchange.

For the withdrawal of shares to be effective, the exchange agent must receive a written notice of withdrawal from the Tableau stockholder at one of the addresses set forth in the prospectus/offer to exchange, prior to the Expiration Date. The notice must include the Tableau stockholder’s name, address and social security number, the certificate number(s), if any, the number of shares to be withdrawn and the name of the registered holder, if it is different from that of the person who tendered those shares, and any other information required pursuant to the Offer or the procedures of DTC, if applicable.

The Offeror is not providing for guaranteed delivery procedures and therefore Tableau stockholders who hold their shares through a DTC participant must allow sufficient time for the necessary tender procedures to be completed during normal business hours of DTC prior to the expiration of the Offer. Tableau stockholders must

 

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tender their shares of Tableau Common Stock in accordance with the procedures set forth in the prospectus/offer to exchange and related letter of transmittal.

The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Exchange Act is contained in the prospectus/offer to exchange and is incorporated herein by reference.

Tableau has provided the Offeror with Tableau’s stockholder list and security position listings for the purpose of disseminating the prospectus/offer to exchange, the related letter of transmittal and other related materials to Tableau stockholders. The prospectus/offer to exchange and related letter of transmittal will be mailed to record holders of shares of Tableau Common Stock and to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares of Tableau Common Stock.

The offer and the merger, taken together, are intended to qualify as a reorganization for U.S. federal income tax purposes. Each Tableau stockholder should read the discussion under “Material U.S. Federal Income Tax Consequences” in the prospectus/offer to exchange and should consult its own tax advisor as to the particular tax consequences of the Offer and the Merger to such stockholder.

The prospectus/offer to exchange and the related letter of transmittal contain important information. Holders of shares of Tableau Common Stock should carefully read both documents in their entirety before any decision is made with respect to the Offer.

Questions and requests for assistance may be directed to the information agent at its address and telephone number set forth below. Requests for copies of the prospectus/offer to exchange, the letter of transmittal and other exchange offer materials may be directed to the information agent. Stockholders may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the Offer. Salesforce will reimburse brokers, dealers, commercial banks and trust companies and other nominees, upon request, for customary clerical and mailing expenses incurred by them in forwarding offering materials to their customers. Except as set forth above, neither Salesforce nor the Offeror will pay any fees or commissions to any broker, dealer or other person for soliciting tenders of shares of Tableau Common Stock pursuant to the Offer.

The Information Agent for the Offer is:

 

509 Madison Avenue

Suite 1206

New York, NY 10022

Shareholders Call Toll Free: (800) 662-5200

Banks & Brokers Call Collect: (203) 658-9400

E-mail: [email protected]

July 3, 2019

 

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