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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Tableau Software Inc | NYSE:DATA | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 169.53 | 0 | 01:00:00 |
Filed by salesforce.com, inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14d-2
of the Securities Exchange Act of 1934, as amended
Subject Company: Tableau Software, Inc.
(Commission File No. 001-35925)
The following communications are being filed in connection with the acquisition of Tableau Software, Inc. by salesforce.com, inc.
Transcript of Interview with Marc Benioff, Chief Executive Officer of salesforce.com, inc.,
on CNBCs Mad Money on June 10, 2019
[music] I know everybodys focused on this United Technologies-Raytheon [inaudible], I like that one. We got another huge merger this morning. Cramer fave, Salesforce, is buying another company I like very much, Tableau Software, the cloud-based analytics play, for roughly $15.7 billion in stock. I think this is a huge win for Salesforce. They have a fabulous enterprise software platform, but they needed a business intelligence offering that is the best in the country. Well, maybe the world, now theyve got it. However, the stock sold off in the news because its an all-stock transaction. Its going to shave as much as 39 cents off the companys earnings per share this year. Im betting the sellers are being short-sighted. To me, this is like a wildlife blend. Salesforce bought MuleSoft early last year. Stock got slammed. Turned out to be a terrific buying opportunity. Dont forget, the company just reported a spectacular quarter last week. Dont take it from me. Lets dig deeper with Marc Benioff, the visionary chairman and co-CEO of Salesforce, to learn more about this deal. Mr. Benioff, welcome back to Mad Money.
Jim, thanks for having me, and hello from New York City.
Well, I was going to say Im so used to the San Francisco backdrop. What are you doing in town?
Well, were opening our Salesforce tower in New York City tonight on our Ohana Floor, which is the very top floor of the building. As you know, we took over the MetLife Building at Bryant Park, and well open our Ohana Floor. And what makes the Ohana Floor special is not just this is an incredible wide open floor in the top of this beautiful building, but as part of Salesforces culture, we provide our top floors of our buildings to non-profits and NGOs for free at night so they can run their events and programs when we are not using them.
For those of us who have run these balls, Ive got to tell you, thats our biggest cost. So thank you very much for all the charities who need that.
Were really excited to give those floors to the non-profits. They certainly can use them.
Yeah. Oh, boy. More than ever. Marc, you made an acquisition today that I told you as soon as I saw it, it took my breath away how brilliant it is. The one thing that you lacked, I felt, because you are very customer-centric, is you needed the single best data analytics. Not just the dashboard, but everything, so it could be easy even for Trailhead people to learn. Its the simplest and easiest. People can look at it by going to a public site, and its absolutely fantastic. So let me ask you, why do you think the stock market took it as if you paid too much?
Well, Jim, youre absolutely right. Theres really three cornerstones with digital transformation, and the first one is the customer. And of course, we do that in spades. We do that better than anybody else. And the second, well, we did that a year ago with MuleSoft integration, the ability to integrate all your data sources together so you can get a more holistic view, or what we call Customer 360. But youre really touching on the third cornerstone of digital transformation, which is the analytics and the visualization and the business intelligence to see everything in your company. And as you know, Jim, theres no more amazing company in that category than Tableau, whose mission is to make sure that the world can see and understand data, and that is what excites us as well.
Well, I think its important to point out Adam Selipskys been on the show. There was a time when we really werent that interested on our show with Tableau data because I didnt really think it was a cloud-based company. Adam comes from Amazon. In a remarkably short period of time, he makes it really so it can be if you want on-premise, you want cloud, its still the best data. It sounded like theres some of your key customers, like the one you mentioned in Minnesota, were demanding that you merge or have something, a deal, with these guys.
Well, youre exactly right. I was in Minneapolis just last week, and when I was with one of our very largest customers, theyre doing some incredible work with their supply chain and the ability to connect with their customer on a whole new way. And, of course, thats what we do for them. But at the very end of the meeting, theyre talking about how theyre going to visualize and provide analytics and business intelligence on this incredible infrastructure that weve helped them build, and they had chosen Tableau. And then, of course, in the back of my mind Im thinking, Wow, this is just going to be an incredible acquisition for Salesforce. Because its really the best of both worlds. Its two amazing companies coming together. And Tableau is a company at scale, Jim. Its an incredible company, and putting that together with Salesforce, it just supercharges both of our organizations.
Well, do you think people just have short memories? I mean, literally, just a little more than a year ago, you bought MuleSoft. I know you did it on our show, our morning show, and I said, Marc, you paid too much. And you said, Jim, thats short-sighted. Look whats going to happen. It was seven days and then the stock was back. I mean, I think, once again, you have [delusion?], but the cash flows fantastic for the two companies together.
Well, first of all, in terms of cash flow, Jim, I dont know if you remember our quarter that we just announced last week, but we had record cash flows and weve had phenomenal cash generation. Our business has done a great job in cash. But I have to be honest with you, Jim. Tableau didnt want our cash. They wanted our equity because they know that the real value here is in the company that were creating together. And we wouldve been more than happy to give them any currency they wanted, but ultimately, they want our stock, and hey, I cant blame them. Look at how its performed over the last decade. Its been incredible. And I have a huge vision, and so do they, on whats possible for the future. And when you look at that, were really looking at a company thats going to fast-track to 30 billion in revenue and enterprise software, and there just isnt very many of those companies out there today.
Now, someone was saying to me, Look, Jim, if you think theyre so smart, why couldnt they just go build this themselves? I said, in return, that you want both ease to use and the best in show. Because I think if you just talked about Trailhead for a second, people would recognize using that public site that you suggest everybody look at, why this is so synergistic.
I have to be honest with you, Jim. I am a huge believer in innovation. Its one of our core values. You know our four core values: trust, customer success, innovation, and equality. Well, let me just talk about innovation for a second. I so strongly believe in not just organic innovationand youve seen that, of course, our core Sales Cloud, our core Service Cloud, our core platformbut I also strongly believe that companies, to be competitive and successful today, have to also believe in inorganic innovation, and you dont have to look any further than things like our Marketing Cloud or our Commerce Cloud, and youve spoken, now, about our Integration Cloud as well. And in these technologies, we were able to acquire great companies, companies that you know like ExactTarget, like Demandware, and like MuleSoft, that became the heart of our Customer 360. We cant build the technology fast enough to be able to deliver to our customers demand. And now, by doing that, were able to create this complete Customer 360 platform that gives our customers everything they do to not only connect with their customers in a whole new way, not only to connect with every data source they have, but also to be able to have the visualization, data analytics, and business intelligence to achieve their total success. And for digital transformation, which is whats happening right now, Jim, that is mission critical.
Well, look, I think its a great acquisition. People are being shortsighted. Theyre looking at 30-whatever cents per share. Theyre not thinking about the much bigger picture. But Marc is, and so is Adam, whos such a sensational person. Thank you, Marc Benioff, chairman, co-CEO of Salesforce.
Jim, go Warriors.
Well, you might need thatgood. You need KD there, Ive got to tell you. So debate me.
Come to the Ohana Floor tonight, Jim. Were going to watch the Warriors win.
All right. We love Greg, too, from the Warriors. Mad Moneys back after the break.
Dont miss a second of Mad Money. Follow @jimcramer on Twitter. Have a question? Tweet Cramer, #madtweets. Send Jim an email to madmoney@cnbc.com, or give us a call at 1-800-743-CNBC. Miss something? Head to madmoney.cnbc.com.
Additional Information and Where to Find It
The exchange offer referenced in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for any offer materials that salesforce.com, inc. (Salesforce), its acquisition subsidiary or Tableau Software, Inc. (Tableau) will file with the U.S. Securities and Exchange Commission (the SEC). At the time the exchange offer is commenced, Salesforce and its acquisition subsidiary will file a tender offer statement on Schedule TO, Salesforce will file a registration statement on Form S-4 and Tableau will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the exchange offer. THE EXCHANGE OFFER MATERIALS (INCLUDING AN OFFER TO EXCHANGE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER EXCHANGE OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. TABLEAU STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF TABLEAU SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING EXCHANGING THEIR SECURITIES. The Solicitation/Recommendation Statement, the Offer to Exchange, the related Letter of Transmittal and certain other exchange offer documents will be made available to all Tableau stockholders at no expense to them. The exchange offer materials and the Solicitation/Recommendation Statement will be made available for free on the SECs website at www.sec.gov. Copies of the documents filed with the SEC by Salesforce will be available free of charge under the Financials heading of the Investor Relations section of Salesforces website at www.salesforce.com/investor or by contacting Salesforces Investor Relations department at investor@salesforce.com. Copies of the documents filed with the SEC by Tableau will be available free of charge under the SEC filings heading of the Investor section of Tableaus website at https://investors.tableau.com or by contacting Tableaus Investor Relations department at ir@tableau.com.
In addition to the Solicitation/Recommendation Statement, the Offer to Exchange, the related Letter of Transmittal and certain other exchange offer documents, Salesforce and Tableau file annual, quarterly and current reports and other information with the SEC. You may read and copy any reports or other information filed by Salesforce and Tableau at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Salesforces and Tableaus filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.
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 proposed transaction, Salesforces plans, objectives, expectations and intentions, the financial condition, results of operations and business of Salesforce or Tableau, and the anticipated timing of closing of the proposed transaction. Risks and uncertainties include, among other things, risks related to the ability of Salesforce to consummate the proposed transaction on a timely basis or at all; the satisfaction of the conditions precedent to consummation of the proposed transaction, including having a sufficient number of Tableaus shares being validly tendered into the exchange offer to meet the minimum condition; Salesforces ability to secure regulatory approvals on the terms expected, in a timely manner or at all; Salesforces ability to successfully integrate Tableaus operations; 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 proposed transaction, including the possibility that the expected benefits from the proposed 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 announcement or the consummation of the proposed transaction on the market price of Salesforces common stock or on Salesforces operating results; significant transaction costs; unknown liabilities; the risk of litigation or regulatory actions related to the proposed transaction; 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 and Tableau assume no obligation and does not intend to update these forward-looking statements, except as required by law.
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