Business Context and Reporting Period
This Form 8-K, dated August 1, 2019, reports the completion of the acquisition of Tableau Software, Inc. by Salesforce, Inc. (CRM). The transaction was finalized via a merger pursuant to an Agreement and Plan of Merger dated June 9, 2019, following the expiration of an exchange offer on July 31, 2019.
Key Financial Metrics and Transaction Details
- Transaction Consideration: Each Tableau Share was exchanged for 1.103 shares of Salesforce Common Stock plus cash in lieu of fractional shares.
- Shares Tendered: A total of 49,138,989 Tableau Class A Shares and 10,348,127 Tableau Class B Shares were validly tendered and not withdrawn.
- Ownership Stake: The tendered shares represented approximately 68% of the aggregate voting power of Tableau Shares outstanding immediately after the consummation of the Offer.
- Financial Statements: Specific revenue, profit, or cash flow figures for the combined entity are not provided in this filing. Tableau's audited financial statements (year ended Dec 31, 2018) and unaudited statements (quarter ended June 30, 2019) are incorporated by reference from Tableau's prior 10-K and 10-Q filings.
- Pro Forma Data: Unaudited pro forma combined financial information is incorporated by reference from Amendment No. 1 to Salesforce's Form S-4 filed on July 23, 2019.
Material Changes and Regulatory Status
The primary material change is the legal consolidation of Tableau as an indirect wholly owned subsidiary of Salesforce. Regarding regulatory approvals:
- United States and Germany: Required antitrust and competition law clearances were obtained promptly during the initial waiting period without divestiture or other remedies.
- United Kingdom: The Competition and Markets Authority (CMA) initiated a review in July 2019. Salesforce has implemented a "hold separate" arrangement, keeping Tableau operationally separate until the review concludes.
Outlook, Risks, and Management Commentary
- Operational Impact: Management states the "hold separate" arrangement in the UK is a standard practice and is not expected to have any material impact on Salesforce's operations or financial results during the review period.
- Timeline: Salesforce expects the CMA review to conclude by the fall of 2019.
- Competition Concerns: Salesforce believes the Merger does not raise competition concerns.
Key Facts for Investor Verification
- Verify the exact number of Salesforce shares issued to Tableau shareholders by reviewing the final exchange calculations in the press release (Exhibit 99.1).
- Review Tableau's standalone financial performance in the referenced 10-K (filed Feb 22, 2019) and 10-Q (filed July 31, 2019) to assess the acquired asset's contribution.
- Monitor the status of the UK CMA review for potential delays or unexpected regulatory conditions beyond the "hold separate" arrangement.
- Examine the pro forma financial information in the Form S-4 Amendment (filed July 23, 2019) to understand the projected combined financial position.