Talend S A : Material Definitive Agreement (Form 8-K)

Entry into a Material Definitive Agreement.

On June 15, 2021, the board of directors of Talend S.A. ('Talend') approved the execution of, and Talend executed, an asset contribution agreement under the demerger legal regime in accordance with French law (the 'Demerger Agreement'). Following and subject to the successful consummation of the tender offer made by Tahoe Bidco B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands ('Purchaser'), pursuant to a Schedule TO filed with the SEC on June 11, 2021 (the 'Offer'), Talend intends to transfer all of its assets and liabilities to a société par actions simiplifée organized under the laws of France that is wholly owned by Talend ('Talend SAS'), in accordance with the Demerger Agreement (such transaction, the 'Demerger'). Pursuant to the Demerger Agreement, the Demerger is subject to conditions precedent, including the consummation of the Offer and the approval of the Demerger by the shareholders of Talend.

The foregoing description of the Demerger Agreement is included to provide information regarding its terms and does not purport to be complete and is qualified in its entirety by reference to the Demerger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Additionally, on June 15, 2021, the board of directors of Talend approved the execution of, and Talend executed, a cross-border merger plan (the 'Merger Plan'), in accordance with Articles 2:309 et seq. and 2:333b et seq. of the Dutch Civil Code (Burgerlijk Wetboek) (the 'DCC') and Articles L. 236-1 et seq. and L. 236-25 et seq. of the French Commercial Code, entered into between Talend and Tahoe AcquireCo B.V., a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands that is a direct, wholly-owned subsidiary of Purchaser ('Tahoe AcquireCo B.V.'). Following and subject to the successful consummation of the Demerger, a cross-border merger (the 'Merger') will be effectuated pursuant to the Merger Plan whereby Tahoe AcquireCo B.V. will survive the Merger and as a result of such Merger, each ordinary share and American Depositary Share of Talend outstanding immediately prior to the consummation of the Merger will be exchanged into one duly authorized, validly issued and fully paid share of Tahoe AcquireCo B.V. Pursuant to the Merger Plan, the completion of the Merger is subject to conditions precedent including the consummation of the Offer and the approval of the Merger by the shareholders of Talend.

The foregoing description of the Merger Plan is included to provide information regarding its terms and does not purport to be complete and is qualified in its entirety by reference to the Merger Plan, which is filed as Exhibit 2.2 to this Current Report on Form 8-K, and is incorporated herein by reference.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Contribution Agreement, entered into by and between Talend S.A. and Talend S.A.S., dated as of June 15, 2021.
2.2		Joint Cross-Border Merger Plan, between Talend S.A. and Tahoe AcquireCo B.V., dated as of June 15, 2021.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).