01—Abstract
Summary
Summary of the 8-K filed June 10, 2019. Cited figures are marked; the original filing is the authoritative source.
Salesforce, Inc. (CRM) filed an 8-K on June 10, 2019, to announce a significant material definitive agreement.
The company, through its wholly-owned subsidiary Sausalito Acquisition Corp., entered into an Agreement and Plan of Merger with Tableau Software, Inc. The transaction is structured as an exchange offer where Salesforce will acquire all outstanding shares of Tableau's Class A and Class B common stock. For each share of Tableau, shareholders will receive 1.103 shares of Salesforce common stock plus cash in lieu of fractional shares. This acquisition marks a major strategic move for Salesforce, aiming to integrate Tableau's data analytics capabilities into its cloud-based enterprise solutions.
The merger is contingent upon customary closing conditions, including regulatory approvals and a minimum tender of Tableau shares representing a majority of the voting power. The filing also details the treatment of Tableau's equity awards. Outstanding options and restricted stock units will be converted into Salesforce equity awards, with specific provisions for employees, non-employee directors, and former employees.
Key Tableau stockholders, including Christian Chabot, Patrick Hanrahan, and Christopher Stolte, have entered into a Letter Agreement to convert their Class B shares to Class A and intend to tender their shares, representing approximately 12% of the expected post-transaction Salesforce shares. The agreement includes a termination fee of $552,000,000a payable by Tableau under certain circumstances, such as entering into an alternative transaction with a superior proposal. Investors should note the substantial forward-looking statements and associated risks detailed in the filing, particularly concerning integration, regulatory approvals, and market acceptance.
02—Key points
Key Highlights
- Salesforce entered into a Merger Agreement with Tableau Software, Inc. on June 9, 2019, to acquire Tableau.
- The acquisition will be conducted through an exchange offer where Salesforce will offer 1.103 shares of its common stock and cash for each share of Tableau.
- The transaction is valued based on the exchange ratio and the number of outstanding Tableau shares, signaling a significant strategic expansion for Salesforce in data analytics.
- The merger is subject to customary closing conditions, including regulatory approvals (e.g., HSR Act) and a minimum tender condition to acquire a majority of Tableau's voting power.
- Key Tableau stockholders have agreed to tender their shares and have entered into a Letter Agreement regarding share conversion.
- Tableau's equity awards (options, RSUs, PSUs) will be treated according to the merger agreement, with most converted into Salesforce awards.
- A termination fee of $552 million is payable by Tableau to Salesforce under specific circumstances, such as Tableau accepting a superior acquisition proposal.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K filing?
This 8-K filing announces Salesforce's entry into a material definitive agreement to acquire Tableau Software, Inc. It outlines the terms of the merger, the exchange offer structure, and the conditions required for the transaction to close.
How will Tableau shareholders be compensated in this acquisition?
Tableau shareholders will receive 1.103 shares of Salesforce common stock and cash in lieu of any fractional shares for each share of Tableau they own. This is being executed through an exchange offer.
What are the key conditions that need to be met for the acquisition to be completed?
The acquisition is subject to several conditions, including the tender of a majority of Tableau's voting power in the exchange offer (the 'Minimum Condition'), expiration of required waiting periods under antitrust laws (like the HSR Act), effectiveness of Salesforce's registration statement for the new shares, accuracy of representations and warranties, and the absence of any material adverse effect on Tableau.
What is the significance of the Letter Agreement with key Tableau stockholders?
The Letter Agreement with major Tableau stockholders Christian Chabot, Patrick Hanrahan, and Christopher Stolte ensures their support for the transaction. They agreed to convert their Class B shares to Class A and intend to tender their shares into the exchange offer, which helps satisfy the minimum tender condition and signals confidence in the deal.
04—Continue