Filed by salesforce.com, inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule
14d-2
of the Securities Exchange Act of 1934, as amended
Subject Company: Tableau Software, Inc.
(Commission File
No. 001-35925)
The following communications are being filed in connection with the acquisition of Tableau Software, Inc. by salesforce.com, inc.
Recruiting FAQs - VERBAL ONLY
What
should I say to candidates currently in the process?
We are excited to bring together the #1 CRM with the #1 analytics platform. Companies of every
size and industry are transforming how they do business in the digital agecustomers and data are at the heart of those transformations. Bringing these two companies together will create unparalleled career growth opportunities for people in
this space. Until deal close, we will continue to operate as two independent companies. We have critical needs in Salesforce and are not slowing our recruiting efforts. Were excited to meet / work with you!
What do I do if I have a candidate in process who is currently working at Tableau?
For now, we continue business as usual until the deal has officially closed.
Can I recruit people out of Tableau?
We should not
intentionally target Tableau employees. We can hire in the ordinary course as if the transaction were not occurring. If you have a Tableau employee already in the process, whether they applied independently or were referred in, it is fine to
proceed.
What if we have a competing offer with Salesforce for a candidate?
For now, continue business as usual just as you would with any other competing offer.
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 salesforce.com, inc. (Salesforce), its acquisition subsidiary or Tableau Software, Inc. (Tableau) 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 Tableau 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. TABLEAU STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF TABLEAU 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 Tableau 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 or by contacting Salesforces Investor Relations department at investor@salesforce.com. Copies of the documents filed
with the SEC by Tableau will be available free of charge under the SEC filings heading of the Investor section of Tableaus website at https://investors.tableau.com or by contacting Tableaus Investor Relations department at
ir@tableau.com.
In addition to the Solicitation/Recommendation Statement, the Offer to Exchange, the related Letter of Transmittal and certain other
exchange offer documents, Salesforce and Tableau file annual, quarterly and current reports and other information with the SEC. You may read and copy any reports or other information filed by Salesforce and Tableau at the SEC public reference room
at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Salesforces and Tableaus filings with the SEC are also available to the public from commercial
document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.
Forward-Looking Statements
This communication contains forward-looking information related to Salesforce, Tableau and the acquisition of Tableau 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 communication include, among other things, statements about the
potential benefits of the proposed transaction, Salesforces plans, objectives, expectations and intentions, the financial condition, results of operations and business of Salesforce or Tableau, and the anticipated timing of closing of the
proposed transaction. Risks and uncertainties include, among other things, risks related to the ability of Salesforce to consummate the proposed transaction on a timely basis or at all; the satisfaction of the conditions precedent to consummation of
the proposed transaction, including having a sufficient number of Tableaus shares being validly tendered into the exchange offer to meet the minimum condition; Salesforces ability to secure regulatory approvals on the terms expected, in
a timely manner or at all; Salesforces ability to successfully integrate Tableaus operations; Salesforces ability to implement its plans, forecasts and other expectations with respect to Tableaus business after the completion
of the transaction and realize expected synergies; 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; the impact of Tableaus business model on Salesforces ability to forecast revenue results; disruption from the transaction making it more difficult to maintain business and operational
relationships; the negative effects of the announcement or the consummation of the proposed transaction on the market price of Salesforces common stock or on Salesforces operating results; significant transaction costs; unknown
liabilities; the risk of litigation or regulatory actions related to the proposed transaction; the effect of the announcement or pendency of the transaction on Tableaus business relationships, operating results, and business generally; the
effect of general economic and market conditions; the impact of geopolitical events; the impact of foreign currency exchange rate and interest rate fluctuations on Salesforces results; Salesforces business strategy and Salesforces
plan to build its business, including Salesforces strategy to be the leading provider of enterprise cloud computing applications and platforms; the pace of change and innovation in enterprise cloud computing services; the seasonal nature of
Salesforces sales cycles; the competitive nature of the market in which Salesforce participates; Salesforces international expansion strategy; Salesforces service performance and security, including the resources and costs required
to avoid unanticipated downtime and prevent, detect and remediate potential security breaches; the expenses associated with new data centers and third-party infrastructure providers; additional data center capacity; real estate and office facilities
space; Salesforces operating results and cash flows; new services and product features; Salesforces strategy of acquiring or making investments in complementary businesses, joint ventures, services, technologies and intellectual property
rights; the performance and fair value of Salesforces investments in complementary businesses through Salesforces strategic investment portfolio; Salesforces ability to realize the benefits from strategic partnerships, joint
ventures and investments; the impact of future gains or losses from Salesforces strategic investment portfolio including gains or losses from overall market conditions that may affect the publicly traded companies within Salesforces
strategic investment portfolio; Salesforces ability to execute its business plans; Salesforces ability to successfully integrate acquired businesses and technologies; Salesforces ability to continue to grow unearned revenue and
remaining performance obligation; Salesforces ability to protect its intellectual property rights; Salesforces ability to develop its brands; Salesforces reliance on third-party hardware, software and platform providers;
Salesforces dependency on the development and maintenance of the infrastructure of the Internet; the effect of evolving domestic and foreign government regulations, including those related to the provision of services on the Internet, those
related to accessing the Internet, and those addressing data privacy, cross-border data transfers and import and export controls; the valuation of Salesforces deferred tax assets and the release of related valuation allowances; the potential
availability of additional tax assets in the future; the impact of new accounting pronouncements and tax laws; uncertainties affecting Salesforces ability to estimate its tax rate; the impact of expensing stock options and other equity awards;
the sufficiency of Salesforces capital resources; factors related to Salesforces 2023 and 2028 senior notes, revolving credit facility, 2021 term loan and loan associated with 50 Fremont; compliance with Salesforces debt covenants
and lease obligations; current and potential litigation involving Salesforce; and the impact of climate change.
Further information on these and other
risk and uncertainties relating to Salesforce can be found in its reports filed on Forms 10-K, 10-Q and 8-K and in other filings Salesforce makes with the SEC from time to time and available at www.sec.gov. These documents are available under the
Financials heading of the Investor Relations section of Salesforces website at www.salesforce.com/investor. The forward-looking statements included in this communication are made only as of the date hereof. Salesforce and Tableau assume no
obligation and does not intend to update these forward-looking statements, except as required by law.