Current Report Filing (8-k)
June 10 2019 - 12:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2019
Tableau Software, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35925
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47-0945740
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1621 North 34th Street
Seattle, Washington
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98103
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(Address of principal executive offices)
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(Zip Code)
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(206)
633-3400
Registrants telephone number, including area code
Securities registered pursuant
to Section 12(b) of the Act:
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Title of Each Class
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Trading
Symbol(s)
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Name of Each Exchange
on Which Registered
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Class A Common Stock, par value $0.0001
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DATA
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New York Stock Exchange
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Check the appropriate box below if the Form
8-K
filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§
240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
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/
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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
Companys business after the completion of the transaction and realize expected synergies; the satisfaction of the conditions precedent to consummation of the proposed transaction, including
having a sufficient number of the Companys shares being validly tendered into the exchange offer to meet the minimum condition; the Companys ability to secure regulatory approvals on the terms expected in a timely manner or at all; the
ability to realize the anticipated benefits of the proposed transaction, including the possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; disruption from
the transaction making it more difficult to maintain business and operational relationships; the negative side effects of the announcement or the consummation of the proposed transaction on the market price of the Companys common stock or on
the Companys operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed transaction; competitive factors, including new market entrants and changes in the
competitive environment, pricing changes, sales cycle time and increased competition; customer demand for the Companys products and services and customer response to the Companys subscription offerings; ability to attract, integrate and
retain qualified personnel; the Companys ability to protect its intellectual property rights and develop its brand; the ability to develop new services and product features; other business effects, including the effects of industry, market,
economic, political or regulatory conditions, including expenditure trends for business analytics and productivity tools; future exchange and interest rates; changes in tax and other laws, regulations, rates and policies, including those related to
the provision of services on the Internet, those related to accessing the Internet and those addressing data privacy and import and export controls; future business combinations or disposals; and the uncertainties inherent in research and
development.
Further information on these and other risk and uncertainties relating to the Company can be found in its reports on Forms
10-K,
10-Q
and
8-K
and in other filings the Company makes with the SEC from time to time and available at
www.sec.gov
. These
documents are available under the SEC filings heading of the Investors section of the Companys website at
investors.tableau.com/
.
The
forward-looking statements included in this communication are made only as of the date hereof. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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TABLEAU SOFTWARE, INC.
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By:
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/s/ Keenan M. Conder
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Keenan M. Conder
Executive Vice President,
General Counsel and Corporate Secretary
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Date: June 10, 2019
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