Filed by Tableau Software, Inc.
Pursuant to Rule 425
under the
Securities Act of 1933, as amended
and deemed filed pursuant to Rule
14d-9
under the Securities Exchange Act of 1934, as amended
Subject Company: Tableau Software, Inc.
(Commission File
No. 001-35925)
The following communication is being filed in connection with the acquisition of Tableau Software, Inc. by salesforce.com, inc.
Notice from Brokers Exchange Offer Terms
Hello
Tabloids,
In connection with the acquisition, you may have recently received some information from Schwab or another broker regarding exchanging your Tableau
Software (NYSE: DATA) shares for Salesforce (NYSE: CRM) shares. The FAQ below will hopefully help clarify some things for you. If you have additional questions, please contact the broker that provided the notice or email stock@tableau.com.
I received a notice of the exchange offer from my broker requiring my response by July 29, 2019. What is this notice about?
The notice details the actions you are able to make in connection with the Salesforce acquisition. Please review the materials provided by your broker. You can elect to:
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(1)
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Exchange
: Participate in the offer and exchange all or a portion of your DATA shares for CRM shares based on the
exchange ratio.
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(2)
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Decline/Take No Action
: No further action is required and you will continue to hold your DATA shares; however, if
the offer is successfully completed and the merger becomes effective, each outstanding share of Tableau will be canceled and converted into CRM shares based on the exchange ratio.
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Am I allowed to make an election to participate in the exchange even though Tableau is currently in a blackout period?
Yes. You are able to participate in the exchange offer or decline/take no action even though the election is being made during a closed trading window.
Please read the materials provided by your broker before deciding to make an election and reach out to the broker directly if you have any questions (including questions regarding any fees that may be charged).
If I elect to tender my DATA shares, when will I receive the converted CRM shares?
The offer expires at midnight July 31, 2019 (unless extended by Salesforce). If all of the terms and conditions set forth in the offer are met (as set forth in
Section 1.1 of the Agreement and Plan of Merger), the conversion will occur at the expiration of the offer period.
Can I sell the CRM shares once they are
exchanged?
The shares can only be sold during an open trading window and when you do not have material
non-public
information about Salesforce. Upon completion of the offer, you will be subject to Salesforces trading policy and will be unable to buy or sell CRM shares unless it is during a Salesforce open trading window. Similar to Tableau trading
windows, Salesforces trading windows