Item 1.01. Entry into a Material Definitive Agreement.
As previously announced on March 10, 2021, Talend S.A., a société anonyme
organized under the laws of France (the "Company" or "Talend"), entered into a
Memorandum of Understanding (the "MoU") with Tahoe Bidco (Cayman), LLC, an
exempted company incorporated under the laws of the Cayman Islands ("Parent")
and an affiliate of Thoma Bravo, L.P. ("Thoma Bravo"). It is contemplated that
pursuant to the MoU, Parent and the Company shall pursue a series of
transactions pursuant to which, among other transactions, Parent is seeking to
acquire (through one or more of its affiliates) all of the issued and
outstanding ordinary shares, nominal value of €0.08 per share, of the Company
(the "Company Shares"), including American Depositary Shares representing
Company Shares (the "ADSs"), and Company Shares issuable upon the exercise of
any outstanding options, warrants, convertible securities or rights to purchase,
subscribe for, or be allocated Company Shares, pursuant to a cash tender offer
(the "Offer"). The board of directors of the Company (the "Board") has
unanimously approved the MoU.
Pursuant to the MoU and in accordance with applicable French law, the Company
and Parent agreed to initiate a consultation with the works council of the
Company (Comité social et économique, the "Works Council") concerning the Offer
and certain proposed reorganization steps in connection therewith. On April 27,
2021, the Works Council concluded their consultation procedure.
The Board of Directors has, following the completion of the Works Council
consultation, unanimously determined that Thoma Bravo's proposed offer is
consistent with and will further the business objectives and goals of Talend and
is in the best interests of the Company, its employees, and its shareholders.
The Talend Board unanimously recommends that the holders of ordinary shares and
holders of ADSs accept Thoma Bravo's offer and tender their outstanding ordinary
shares of Talend and ADSs to Thoma Bravo in such offer.
Important Additional Information and Where to Find It
In connection with the proposed acquisition of Talend S.A. ("Talend") by Tahoe
Bidco (Cayman), LLC, an exempted company incorporated under the laws of the
Cayman Islands ("Parent"), Parent will commence, or will cause to be filed, a
tender offer for all of the outstanding shares, American Depositary Shares, and
other outstanding equity interests of Talend. The tender offer has not
commenced. This communication is for informational purposes only and is neither
an offer to purchase nor a solicitation of an offer to sell securities of
Talend. It is also not a substitute for the tender offer materials that Parent
will file with the Securities and Exchange Commission (the "SEC") upon
commencement of the tender offer. At the time that the tender offer is
commenced, Parent will file tender offer materials on Schedule TO with the SEC,
and Talend will file a Solicitation/Recommendation Statement on Schedule 14D-9
with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN
OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL
CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY
TALEND'S SECURITY HOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER
OFFER. Both the tender offer materials and the solicitation/recommendation
statement will be made available to Talend's investors and security holders free
of charge. A free copy of the tender offer materials and the
solicitation/recommendation statement will also be made available to all of
Talend's investors and security holders by contacting Talend at ir@talend.com,
or by visiting Talend's website (www.talend.com). In addition, the tender offer
materials and the solicitation/recommendation statement (and all other documents
filed by Talend with the SEC) will be available at no charge on the SEC's
website (www.sec.gov) upon filing with the SEC. TALEND'S investors and security
holders ARE ADVISED TO READ THE TENDER OFFER MATERIALS AND THE
SOLICITATION/RECOMMENDATION STATEMENT, AS EACH MAY BE AMENDED OR SUPPLEMENTED
FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED BY PARENT OR TALEND
WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH
RESPECT TO THE TENDER OFFER. THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE TENDER OFFER, PARENT AND TALEND.
Forward-Looking Statements
This document contains certain statements that constitute forward-looking
statements. These forward-looking statements include, but are not limited to,
statements regarding the satisfaction of conditions to the completion of the
proposed transaction and the expected completion of the proposed transaction,
the timing and benefits thereof, as well as other statements that are not
historical fact. These forward-looking statements are based on currently
available information, as well as Talend's views and assumptions regarding
future events as of the time such statements are being made. Such forward
looking statements are subject to inherent risks and uncertainties. Accordingly,
actual results may differ materially and adversely from those expressed or
implied in such forward-looking statements. Such risks and uncertainties
include, but are not limited to, the potential failure to satisfy conditions to
the completion of the proposed transaction due to the failure to receive a
sufficient number of tendered shares in the tender offer; the failure to obtain
necessary regulatory or other approvals; the outcome of legal proceedings that
may be instituted against Talend and/or others relating to the transaction; the
possibility that competing offers will be made, risks associated with
acquisitions, such as the risk that transaction may be more difficult,
time-consuming or costly than expected or that the expected benefits of the
transaction will not occur; as well as those described in cautionary statements
contained elsewhere herein and in Talend's periodic reports filed with the SEC
including the statements set forth under "Risk Factors" set forth in Talend's
most recent annual report on Form 10-K, and any subsequent reports on Form 10-Q
or form 8-K filed with the SEC, the Tender Offer Statement on Schedule TO
(including the offer to purchase, the letter of transmittal and other documents
relating to the tender offer) to be filed by Parent, and the
Solicitation/Recommendation Statement on Schedule 14D-9 to be filed by Talend.
As a result of these and other risks, the proposed transaction may not be
completed on the timeframe expected or at all. These forward-looking statements
reflect Talend's expectations as of the date of this report. The forward-looking
statements included in this communication are made only as of the date hereof.
Talend assumes no obligation and does not intend to update these forward-looking
statements, except as required by law.
Item 8.01. Other Events.
On May 5, 2021, the Company issued a press release announcing the conclusion of
the Works Council consultation and the recommendation of the Board, a copy of
which is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release issued by Talend S.A., dated May 5, 2021.
104 Cover page Interactive Data File (formatted as inline XBRL contained in
Exhibit 101)
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