Description of Business Tableau Software, Inc., a Delaware corporation, and its wholly-owned subsidiaries (the "Company," "we," "us" or "our") are headquartered in Seattle, Washington. Our software products put the power of data into the hands of everyday people, allowing a broad population of business users to engage with their data, ask questions, solve problems and create value. Based on innovative core technologies originally developed at Stanford University, our products dramatically reduce the complexity, inflexibility and expense associated with traditional business intelligence applications. We currently offer five key products: Tableau Desktop, a self-service, powerful analytics product for anyone with data; Tableau Server, a business intelligence platform for organizations; Tableau Online, a hosted software-as-a-service ("SaaS") version of Tableau Server; Tableau Prep, a data preparation product for combining, shaping and cleaning data; and Tableau Public, a free cloud-based platform for analyzing and sharing public data. Proposed Transaction with Salesforce On June 9, 2019 , the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with salesforce.com, inc. ("Salesforce") and Sausalito Acquisition Corp. ("Purchaser"), a wholly-owned subsidiary of Salesforce. Pursuant to the terms of the Merger Agreement, on July 3, 2019 Purchaser commenced an exchange offer (the "Offer") to purchase each issued and outstanding share of Class A common stock and Class B common stock of the Company (together, the "Common Stock") for 1.103 shares of Salesforce common stock (the "Offer Consideration"). Promptly following the completion of the Offer, upon the terms and subject to the conditions of the Merger Agreement, Purchaser will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Salesforce. The Merger Agreement contemplates that the Merger will be effected pursuant to Section 251(h) of the Delaware General Corporation Law, which permits completion of the Merger without a vote of the holders of Common Stock upon the acquisition by Purchaser of a majority of the aggregate voting power of Common Stock. At the effective time of the Merger (the "Effective Time"), each share of Common Stock, other than the shares accepted for payment in the Offer and certain shares held by the Company, Salesforce or their respective subsidiaries, will be cancelled and converted into the right to receive the Offer Consideration. Holders of Common Stock will receive cash in lieu of fractional shares . As a result of the Merger, the Company will cease to be a publicly traded company. The Offer and the Merger are currently expected to close in the third quarter of Salesforce's 2020 fiscal year, ending October 31, 2019, subject to the satisfaction of customary closing conditions, including among others the tender by Company stockholders of shares of Common Stock representing a majority of the aggregate voting power of Common Stock. The Merger Agreement contains certain termination rights for the Company and Salesforce and further provides that a termination fee of $552 million will be payable by the Company to Salesforce upon termination of the Merger Agreement under certain circumstances, including in the circumstance where the Company terminates to accept and enter into a definitive agreement in respect of a superior proposal . For additional information related to the Merger Agreement, refer to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company and the Registration Statement on Form S-4 filed by Salesforce, each filed with the Securities and Exchange Commission ("SEC") on July 3, 2019, together with the exhibits and annexes thereto and as amended or supplemented from time to time.