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 AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, EASTERN TIME, AT THE END OF JULY 31, 2019, UNLESS EXTENDED OR TERMINATED. SHARES TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION OF 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 requiredpre-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) and14d-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 Rule14d-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: DATA@morrowsodali.com
July 3, 2019
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