Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On June 9, 2019,
salesforce.com, inc. (the Company) entered into an Agreement and Plan of Merger (the Merger Agreement) by and among the Company, Sausalito Acquisition Corp., a wholly owned subsidiary of the Company (Purchaser),
and Tableau Software, Inc. (Tableau). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser will commence an exchange offer (the Offer) to acquire all of the issued and
outstanding shares of Class A common stock, $0.0001 par value per share, of Tableau (Tableau Class A Common Stock) and Class B common stock, $0.0001 par value per share, of Tableau (Tableau Class B Common
Stock, and together with Tableau Class A Common Stock, Tableau Shares) for the right to receive 1.103 shares of common stock, $0.001 par value per share, of the Company (Company Shares), plus cash in lieu of any
fractional shares of Company Shares, without interest and subject to any applicable withholding of taxes (together, the Transaction Consideration).
Promptly following the completion of the Offer, upon the terms and subject to the conditions of the Merger Agreement, Purchaser will be merged
with and into Tableau, with Tableau surviving as a wholly owned subsidiary of the Company (the Merger). The Merger Agreement contemplates that, if the Offer is completed, the Merger will be effected pursuant to Section 251(h) of the
Delaware General Corporation Law (the DGCL), which permits completion of the Merger without a vote of the holders of Tableau Shares upon the acquisition by Purchaser of a majority of the aggregate voting power of Tableau Shares that are
then issued and outstanding. In the Merger, each then-outstanding Tableau Share, other than Tableau Shares held in treasury, by the Company, Purchaser, Tableau or their respective subsidiaries, will be cancelled and converted into the right to
receive the Transaction Consideration.
Under the terms of the Merger Agreement, Purchasers obligation to accept and pay for Tableau
Shares that are tendered in the Offer is subject to customary conditions, including, among others, (i) the condition that, prior to the expiration of the Offer, there have been validly tendered and not validly withdrawn a number of Tableau
Shares 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the consummation of the Offer (assuming that shares of Tableau Class B Common Stock validly tendered (and not validly withdrawn) will convert into shares of Tableau Class A Common Stock upon the consummation of the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 Tableau Shares then owned by the Company and Purchaser (if any), would represent at least a majority of the aggregate voting power of the Tableau Shares outstanding immediately after the consummation of the Offer (the
Minimum Condition); (ii) the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of all other required approvals, consents or
clearances under specified foreign merger control laws; (iii) the effectiveness of a registration statement on
Form S-4
filed by the Company registering Company Shares to be issued in connection with
the Offer and the Merger; (iv) the accuracy of Tableaus representations and warranties in the Merger Agreement, subject to specified materiality qualifications; (v) compliance by Tableau with its covenants in the Merger Agreement in
all material respects; and (vi) the absence of any changes that have (or would reasonably be expected to have) a material adverse effect on the financial condition, business, or operations of Tableau and its subsidiaries taken as a whole
(subject to customary carveouts) that is continuing as of immediately prior to the expiration of the Offer.
The Merger Agreement and the
consummation of the transactions contemplated thereby have been unanimously approved by the Tableau board of directors, and the Tableau board of directors has resolved to recommend to the stockholders of Tableau to accept the Offer and tender their
Tableau Shares to Purchaser pursuant to the Offer. Tableau has agreed not to solicit alternative transactions, subject to customary exceptions.
The Merger Agreement provides that at the effective time of the Merger, (1) all options (whether vested or unvested) relating to Tableau
Shares held by any former employee will be cancelled and the holders will be entitled to receive Transaction Consideration in respect of each net share covered by such option (as determined in accordance with the formula in the Merger
Agreement), less applicable withholding of taxes, (2) all restricted stock units held by any
non-employee
director of Tableau will be cancelled and the holders will be entitled to receive the Transaction
Consideration in respect of each Tableau Share covered by such restricted stock unit, (3) all options and restricted stock units relating to Tableau Shares held by current Tableau employees will be assumed by
-2-