Item 2.01. Completion of Acquisition or Disposition of Assets.
On August 1, 2019, salesforce.com, inc., a Delaware corporation (“Salesforce”), completed the previously announced acquisition of Tableau Software, Inc., a Delaware corporation (“Tableau”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 9, 2019, by and among Salesforce, Tableau and Sausalito Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Salesforce (the “Purchaser”).
As previously disclosed, pursuant to the Merger Agreement, on July 3, 2019, the Purchaser commenced an exchange offer (the “Offer”) to acquire all of the issued and outstanding shares of Class A common stock, par value $0.0001 per share, of Tableau (“Tableau Class A Common Stock,” and such shares, “Tableau Class A Shares”), and Class B common stock, par value $0.0001 per share, of Tableau (“Tableau Class B Common Stock,” and such shares, “Tableau Class B Shares,” and Tableau Class B Common Stock together with Tableau Class A Common Stock, “Tableau Common Stock,” and such shares “Tableau Shares”), with each Tableau Share accepted by the Purchaser in the Offer to be exchanged for 1.103 shares of common stock, par value $0.001 per share, of Salesforce (“Salesforce Common Stock”) plus cash in lieu of any fractional shares of Salesforce Common Stock, without interest, and subject to reduction for any applicable withholding taxes (together, the “Transaction Consideration”).
The Offer expired at midnight, Eastern Time, at the end of July 31, 2019 (the “Expiration Time”). The depositary and exchange agent for the Offer has advised Salesforce that, as of the Expiration Time, a total of 49,138,989 Tableau Class A Shares and 10,348,127 Tableau Class B Shares had been validly tendered and not validly withdrawn pursuant to the Offer, which Tableau Shares represented approximately 68% of the aggregate voting power of Tableau Shares outstanding immediately after the consummation of the Offer (such percentage reflecting Tableau Class B Shares validly tendered (and not validly withdrawn), that converted, on aone-to-one basis, into Tableau Class A Shares upon the consummation of the Offer). On August 1, 2019, the Purchaser accepted for exchange all Tableau Shares validly tendered and not validly withdrawn pursuant to the Offer.
On August 1, 2019, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, the Purchaser merged with and into Tableau (the “Merger”), with Tableau continuing as the surviving corporation and an indirect wholly owned subsidiary of Salesforce. In the Merger, each Tableau Share that was issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than any shares that were excluded pursuant to the terms of the Merger Agreement) was converted at the Effective Time into the right to receive the Transaction Consideration.
The foregoing descriptions of the Offer, the Merger and the Merger Agreement in this Item 2.01 do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to Salesforce’s Current Report on Form8-K, filed with the Securities and Exchange Commission (the “SEC”) on June 10, 2019, and is incorporated herein by reference.
Item 8.01. Other Events.
On August 1, 2019, Salesforce issued a press release announcing the expiration and results of the Offer and the consummation of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Pursuant to the Merger Agreement, Salesforce and Tableau sought regulatory clearances under the antitrust laws in the United States and the competition law in Germany, which were required to complete the Offer and the Merger. These approvals were promptly obtained during the applicable initial waiting period, without any divestiture or other remedies requested by the applicable regulatory authorities. In July, the United Kingdom Competition and Markets Authority (the “CMA”) informed the parties that it plans to review the Merger. Although Salesforce believes that the Merger does not raise any competition concerns, it will keep the Tableau business operationally separate from Salesforce until the conclusion of the CMA’s review. Imposing a “hold separate” arrangement during the CMA’s review is a standard CMA practice. In view of Salesforce’s plans for the Tableau business during the expected review timeframe, the “hold separate” arrangement is not expected to have any material impact on the operations or financial results of Salesforce. Salesforce expects the CMA’s review to conclude by the fall of 2019.
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