Filed by Tableau Software, Inc.
Pursuant to Rule 425
under the
Securities Act of 1933, as amended
and deemed filed pursuant to
Rule 14d-9
under 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. (Tableau) by salesforce.com, inc.
(salesforce).
Excerpt from Tableau Employees Frequently Asked Questions
RESTRICTED STOCK UNITS (RSUS)
Any Tableau restricted
stock units (RSUs) that are unvested as of the closing date would convert into Salesforce RSUs equal to the product obtained by
multiplying
(x) the number of Tableau unvested RSUs by (y) 1.103 (the Exchange Ratio), with any fractional shares
rounded to the nearest whole share.
Example:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tableau RSUs
|
|
|
Exchange Ratio
|
|
|
Salesforce RSUs
|
|
Unvested RSUs
|
|
|
100
|
|
|
|
x 1.103
|
|
|
|
110
|
|
The outstanding and unvested RSUs are otherwise be subject to the same terms and conditions applicable to the corresponding
RSU, including vesting terms.
Note: this same conversion process would apply to any shares of Tableau common stock that you currently own, whether
acquired by an RSU vest, ESPP purchase or otherwise, except that fractional shares will be cashed out instead of rounded to the nearest whole share.
STOCK OPTIONS
Tableau stock options were mainly issued
to employees prior to Tableau becoming a public company in May 2013 (so this does not apply to a majority of employees). Any Tableau stock options that are outstanding and unexercised (whether vested or unvested) on the closing date would convert to
a number of Salesforce stock options equal to the product obtained by
multiplying
(x) the number of Tableau shares outstanding under the stock option by (y) 1.103 (the Exchange Ratio),with any fractional shares rounded down to the nearest
whole share. The exercise price for the Salesforce stock option would be equal to the per share exercise price of the converted Tableau stock option
divided
by 1.103 (the Exchange Ratio), rounded up to the nearest whole cent.
Example:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tableau Stock Options
|
|
|
Exchange Ratio
|
|
|
Salesforce Stock Options
|
|
Outstanding options
|
|
|
500
|
|
|
|
x 1.103
|
|
|
|
551
|
|
Exercise Price
|
|
$
|
8.00
|
|
|
|
/ 1.103
|
|
|
$
|
7.26
|
|
The outstanding stock options are otherwise be subject to the same terms and conditions applicable to the corresponding
Tableau stock option, including vesting and expiration terms. If you have stock options and have additional questions you can contact our Stock Team at stock@tableau.com.
If you terminate employment prior to the closing date but still hold options for any reason as of the closing, your options will not convert into Salesforce
stock options and you will receive a communication prior to closing describing how your options will be treated.
EMPLOYEE STOCK PURCHASE PLAN (ESPP)
If you are currently enrolled in Tableaus ESPP, contributions will continue to be collected. The ESPP purchase date is currently scheduled to
occur on November 30. As provided in the Agreement of Merger, if the closing date occurs prior to November 30, 2019, that purchase date will be accelerated to a date prior to the closing date. Of course, if you choose to withdraw your funds prior to
the ESPP purchase date, all funds collected will be returned to you in the payroll period following your withdrawal. Post-closing, the Tableau ESPP would terminate.