UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE14D-9/A
(RULE14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Tableau Software, Inc.
(Name of Subject Company)
Tableau Software, Inc.
(Name of Person Filing Statement)
Class A Common Stock, par value $0.0001 per share
Class B Common Stock, par value $0.0001 per share
(Title of Class of Securities)
Class A Common Stock — 87336U105
Class B Common Stock — None
(CUSIP Number of Class of Securities)
Keenan M. Conder
Executive Vice President, General Counsel and Corporate Secretary
Tableau Software, Inc.
1621 North 34th Street
Seattle, Washington 98103
(206)633-3400
(Name, address and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)
With copies to:
Jamie Leigh, Esq.
Ben Beerle, Esq.
Jodie M. Bourdet, Esq.
Cooley LLP
101 California St, 5th Floor
San Francisco, CA 94111
(415)693-2000
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Solicitation/Recommendation Statement on Schedule14D-9 (as amended or supplemented from time to time, the “Schedule14D-9”) previously filed by Tableau Software, Inc., a Delaware corporation (“Tableau” or the “Company”), with the Securities and Exchange Commission (the “SEC”) on July 3, 2019, relating to the exchange offer by salesforce.com, inc., a Delaware corporation (“Salesforce”), and Sausalito Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Salesforce (the “Purchaser”) to exchange for each outstanding share of Class A common stock of Tableau, par value $0.0001 per share (“Class A common stock”), and Class B common stock of Tableau, par value $0.0001 per share (“Class B common stock,” and together with “Class A common stock,” “Tableau common stock”), validly tendered and not validly withdrawn in the offer, 1.103 shares of Salesforce common stock, par value $0.001 per share (“Salesforce common stock”), together with cash in lieu of any fractional shares of Salesforce common stock, without interest and subject to reduction for any applicable withholding taxes (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 (the “Letter of Transmittal”), together with any amendments or supplements thereto, the “Offer”). Salesforce has filed with the SEC a Registration Statement on FormS-4 dated July 3, 2019, relating to the Offer and sale of shares of Salesforce common stock to be issued to holders of Tableau common stock validly tendered and not validly withdrawn in the Offer (the “Registration Statement”). The terms and conditions of the Offer are set forth in the Prospectus/Offer to Exchange, which is a part of the Registration Statement, and the Letter of Transmittal, which were filed as Exhibits (a)(4) and (a)(1)(A), respectively, to the Tender Offer Statement on Schedule TO filed with the SEC on July 3, 2019 (as amended or supplemented from time to time) by Salesforce and the Purchaser. Any capitalized term used and not otherwise defined herein shall have the meaning ascribed to such term in the Schedule14D-9.
Except as otherwise set forth below, the information set forth in the Schedule14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment No. 1. This Amendment No. 1 is being filed to reflect certain updates as set forth below.
| Item 8. | Additional Information. |
Item 8 “Additional Information” of the Schedule14D-9 is hereby amended and supplemented as follows:
1. By adding a new sentence at the end of the first paragraph of the section entitled “Regulatory Approvals –HSR Act” on page 44 to read as follows:
“Theinitial 15-calendar-day waiting period under the HSR Act expired, effective July 15, 2019 at 11:59 pm, Eastern time.”
2. The sentence under the section entitled “Legal Proceedings” on page 45 is hereby amended and restated by deleting the sentence and replacing it with the following paragraph to read as follows:
“Subsequent to the filing of the Schedule14D-9, three civil actions were filed challenging the adequacy of certain disclosures disseminated in connection with the proposed transaction. On July 10, 2019, Shiva Stein, a purported stockholder of Tableau, commenced an action in the United States District Court for the District of Delaware, captionedStein v. Tableau Software, Inc. et al., Case No.1:19-cv-01289, against Tableau and each of the current members of the Tableau Board (the “Stein complaint”). The Stein complaint, asserts claims under Sections 14(d), 14(e), and 20(a) of the Exchange Act challenging the adequacy of certain public disclosures made concerning the proposed transaction. The plaintiff seeks, among other things, an injunction preventing consummation of the proposed transaction, rescission of the proposed transaction or rescissory damages in the event it is consummated, an accounting by defendants for all damages caused to the plaintiff, and the award of attorneys’ fees and expenses. On July 10, 2019, Marcy Curtis, a purported stockholder of Tableau, commenced a putative class action in the United States District Court for the District of Delaware, captionedCurtis v. Tableau Software, Inc. et al., Case No.1:19-cv-01290, against Tableau, each of the current members of the Tableau Board, Salesforce, and Purchaser (the “Curtis complaint”). The Curtis complaint asserts claims under Sections 14(d), 14(e), and 20(a) of the Exchange Act challenging the adequacy of certain public disclosures made concerning the proposed transaction. The plaintiff seeks, among other things, an injunction preventing consummation of the proposed transaction, rescission of the proposed transaction or rescissory damages in the event it is consummated, declaratory relief, and the award of attorneys’ fees and expenses. On July 11, 2019, Cathy O’Brien, a purported stockholder of Tableau, commenced an action in the United States District Court for the Southern District of New York, captionedO’Brien v. Tableau Software, Inc.,et al., Case No.1:19-cv-06447, against Tableau and each of the current members of the Tableau Board (the “O’Brien complaint”). The O’Brien complaint asserts claims under Sections 14(d), 14(e), and 20(a) of the Exchange Act challenging the adequacy of certain public disclosures made concerning the proposed transaction. The plaintiff seeks, among other things, an injunction preventing consummation of the proposed transaction, rescission of the proposed transaction or rescissory damages in the event it is consummated, an accounting by defendants for all damages caused to the plaintiff, and the award of attorneys’ fees and expenses. The defendants believe the claims asserted in these civil actions are without merit.”
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| TABLEAU SOFTWARE, INC. | ||||
| Date: July 16, 2019 | By: | /s/ Keenan M. Conder | ||
| Keenan M. Conder | ||||
Executive Vice President, General Counsel and Corporate Secretary | ||||
