UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 1, 2019
Date of Report (date of earliest event reported)
salesforce.com, inc.
(Exact name of Registrant as specified in its charter)
Delaware | 001-32224 | 94-3320693 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Salesforce Tower
415 Mission Street, 3 rd Fl
San Francisco, CA 94105
(Address of principal executive offices)
Registrants telephone number, including area code: (415) 901-7000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
Common Stock, par value $0.001 per share | CRM | New York Stock Exchange, Inc. |
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 a one-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 Salesforces Current Report on Form 8-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 CMAs review. Imposing a hold separate arrangement during the CMAs review is a standard CMA practice. In view of Salesforces 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 CMAs review to conclude by the fall of 2019.
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Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. The financial statements of Tableau required by Item 9.01(a) to this Current Report on Form 8-K are incorporated herein by reference to Tableaus audited consolidated financial statements as of and for the year ended December 31, 2018 included in Tableaus Annual Report on Form 10-K for the year ended December 31, 2018 filed by Tableau with the SEC on February 22, 2019 and Tableaus unaudited consolidated financial statements as of and for the quarterly periods ended June 30, 2019 and June 30, 2018 included in Tableaus Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019 filed by Tableau with the SEC on July 31, 2019.
(b) Pro Forma Financial Information. The pro forma financial information required by Item 9.01(b) to this Current Report on Form 8-K is incorporated herein by reference to the unaudited pro forma combined condensed balance sheet as of April 30, 2019 and the unaudited pro forma combined condensed statement of operations for the year ended January 31, 2019 and for the three months ended April 30, 2019, in each case included in Amendment No. 1 to Salesforces Registration Statement on Form S-4 (Registration No. 333-232530) filed by Salesforce with the SEC on July 23, 2019.
(d) Exhibits
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
salesforce.com, inc. | ||
By: |
/s/ Mark J. Hawkins |
|
Mark J. Hawkins | ||
President and Chief Financial Officer |
Dated: August 1, 2019
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-117860, 333-123656, 333-134467, 333-143161, 333-151180, 333-159554, 333-167190, 333-174209, 333-177018, 333-178606, 333-179317, 333-181698, 333-183580, 333-183885, 333-188850, 333-189249, 333-189801, 333-189980, 333-198360, 333-198361, 333-209965, 333-211510, 333-213418, 333-213419, 333-213420, 333-213437, 333-213685, 333-214747, 333-218598, 333-224597, 333-224610, 333-225638, 333-227233, 333-232028, 333-232032, 333-232036) and Form S-3 (Nos. 333-209964, 333-213506, 333-213507, 333-213684, 333-214746, 333-222133) of salesforce.com inc. of our report dated February 22, 2019 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of Tableau Software, Inc., which appears in Tableau Software, Inc.s Annual Report on Form 10-K for the year ended December 31, 2018.
Seattle, Washington
July 31, 2019
Exhibit 99.1
Media Contacts
John Cummings
Salesforce
Investor Relations
415-778-4188
jcummings@salesforce.com
Gina Sheibley
Salesforce
Public Relations
917-297-8988
gsheibley@salesforce.com
Salesforce Completes Exchange Offer for Tableau Common Stock
SAN FRANCISCO, August 1, 2019 Salesforce (NYSE: CRM), the global leader in CRM, today announced the successful completion of its previously announced exchange offer for all of the outstanding shares of Class A common stock and Class B common stock of Tableau Software, Inc. (Tableau), at an exchange ratio of 1.103 shares of Salesforce common stock for each share of Tableau 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.
The exchange offer expired at midnight, Eastern Time, at the end of Wednesday, July 31, 2019 and was not extended. As of the expiration of the exchange offer, a total of approximately 49,138,989 shares of Class A common stock of Tableau and approximately 10,348,127 shares of Class B common stock of Tableau were validly tendered in the exchange offer and not validly withdrawn, representing approximately 68% of the aggregate voting power of the shares of Tableau common stock outstanding immediately after the consummation of the exchange offer. All shares that were validly tendered and not validly withdrawn have been accepted by Salesforce for payment in accordance with the terms of the exchange offer.
Salesforce completed the acquisition of Tableau today through a second-step merger of a wholly-owned subsidiary of Salesforce with and into Tableau, in accordance with Section 251(h) of the General Corporation Law of the State of Delaware. Each remaining share of Class A common stock and Class B common stock of Tableau not purchased in the exchange offer (other than shares held in the treasury of Tableau and any shares owned by Salesforce, Tableau or any of their respective subsidiaries) was converted into the right to receive the same 1.103 shares of 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, that will be paid in the exchange offer. Upon completion of the merger, Tableau became a wholly-owned subsidiary of Salesforce.
As a result of the acquisition, shares of Class A common stock of Tableau ceased trading prior to the open of the market on August 1, 2019 and will no longer be listed on the New York Stock Exchange.
Additional Information
Although the transaction has closed, the UK Competition and Markets Authority (CMA), the UKs antitrust regulator, has recently decided to review the transaction. Until the CMA completes its review, the companies will remain operationally separate.
About Salesforce
Salesforce is the global leader in Customer Relationship Management (CRM), bringing companies closer to their customers in the digital age. Founded in 1999, Salesforce enables companies of every size and industry to take advantage of powerful technologies—cloud, mobile, social, internet of things, artificial intelligence, voice and blockchain—to create a 360-degree view of their customers. For more information about Salesforce (NYSE: CRM), visit: www.salesforce.com.
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 transaction, Salesforces plans, objectives, expectations and intentions, the financial condition, and the results of operations and business of Salesforce or Tableau. Risks and uncertainties include, among other things, risks related to 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 transaction, including the possibility that the expected benefits from the 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 consummation of the transaction on the market price of Salesforces common stock or on Salesforces operating results; significant transaction costs; unknown liabilities; 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 assumes no obligation and does not intend to update these forward-looking statements, except as required by law.