This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on
Schedule TO, originally filed with the Securities and Exchange Commission (the “SEC”) on July 3, 2019 (together with any amendments and supplements thereto, the “Schedule TO”), by salesforce.com, inc., a Delaware corporation
(“Salesforce”), and Sausalito Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Salesforce (the “Offeror”). This Schedule TO relates to the offer by the Offeror to exchange for each outstanding
share of Class A common stock of Tableau Software, Inc., a Delaware corporation (“Tableau”), par value $0.0001 per share (“Tableau Class A common stock”), and Class B common stock of Tableau, par value $0.0001 per
share (“Tableau Class B common stock,” and together with “Tableau Class A common stock,” “Tableau common stock” and such shares of Tableau common stock, “Tableau shares”), validly tendered and not
validly withdrawn in the offer, 1.103 shares of Salesforce common stock, par value $0.001 per share (which we refer to as “Salesforce common stock” and such shares of Salesforce common stock, “Salesforce shares”), together with
cash in lieu of any fractional shares of Salesforce common stock, without interest and subject to reduction for applicable withholding taxes (such consideration, the “transaction consideration,” and 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 Form
S-4
dated July 3, 2019 (the “Registration Statement”) and Amendment No. 1 to the Registration Statement on Form
S-4
dated July 22, 2019 (“Amendment
No. 1 to the Registration Statement”), relating to the offer and sale of shares of Salesforce common stock to be issued to holders of shares of Tableau common stock validly tendered and not validly withdrawn in the Offer. The terms and
conditions of the Offer are set forth in the Prospectus/Offer to Exchange, which is a part of Amendment No. 1 to the Registration Statement, and the Letter of Transmittal, which are filed as Exhibits (a)(4) and (a)(1)(A), respectively, to the
Schedule TO. Pursuant to General Instruction F to Schedule TO, the information contained in the Prospectus/Offer to Exchange and the Letter of Transmittal, including any prospectus supplement or other supplement thereto related to the Offer
hereafter filed with the SEC by Salesforce or the Offeror, is hereby expressly incorporated into the Schedule TO by reference in response to Items 1 through 11 of the Schedule TO and is supplemented by the information specifically provided for in
this Schedule TO. The Agreement and Plan of Merger, dated as of June 9, 2019, by and among Salesforce, the Offeror and Tableau, a copy of which is attached as Exhibit (d)(1) to the Schedule TO, is incorporated into the Schedule TO by reference.
All information regarding the Offer as set forth in the Schedule TO, including all exhibits and annexes thereto that were previously filed with the
Schedule TO, is hereby expressly incorporated by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided for herein and to the extent amended and supplemented by the exhibits
filed herewith. Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Schedule TO.
Items 1 through
11.
Items 1 through 11 of the Schedule TO are hereby amended and supplemented by adding the following information:
At midnight, Eastern Time, at the end of July 31, 2019, the Offer expired as scheduled and was not extended. The Offeror was advised by the depositary and
exchange agent for the Offer that as of the expiration of the Offer, a total of 49,138,989 shares of Tableau Class A common stock and 10,348,127 shares of Tableau Class B common stock were validly tendered and not validly withdrawn in
the Offer, representing approximately 68% of the aggregate voting power of the Tableau shares outstanding immediately after the consummation of the Offer (such percentage reflecting Tableau Class B common stock validly tendered (and not validly
withdrawn), that converted, on a one-to-one basis, into Tableau Class A common stock upon the consummation of the Offer). The number of shares of Tableau common stock validly tendered and not validly withdrawn in the Offer satisfied the minimum
tender condition (as defined in the Prospectus/Offer to Exchange). All conditions to the Offer having been satisfied, the Offeror irrevocably accepted for payment on August 1, 2019, and will promptly pay for, all Tableau shares validly tendered
and not validly withdrawn in the Offer.
Following the consummation of the Offer, on August 1, 2019, Salesforce and the Offeror completed the
acquisition of Tableau pursuant to the terms of the Merger Agreement, through the merger of the Offeror with and into Tableau in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with Tableau continuing as
the surviving corporation (the “Merger”).
Following the Merger, all shares of Tableau Class A common stock ceased trading prior to the
opening of the New York Stock Exchange (or “NYSE”) on August 1, 2019 and will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended.
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 as Exhibit (a)(5)(J) hereto and incorporated by reference herein.