Thoma Bravo, LLC entered into a memorandum of understanding to launch a tender offer to acquire Talend S.A. (NasdaqGM:TLND) from Praesidium Investment Management Company, LLC, SRS Investment Management, LLC, 40 North Management LLC, and others for $2.5 billion on March 10, 2021. As per terms, all outstanding ordinary shares and American Depositary Shares will be acquired at $66 per share in cash. Talend S.A. also has 0.32 million warrants with exercise price of €28.18 ($33.5), 1.5 million outstanding options with exercise price of €18.84 ($22.4), 2.7 million Unvested Free Shares, RSU etc. Thoma Bravo Fund XIV Global, L.P. has committed to provide purchaser an aggregate equity contribution in an amount that is sufficient to fund the payment of the Offer Price. Upon completion, Talend S.A. would become a private company. It is contemplated that Talend be delisted from the NASDAQ upon completion of the tender offer. The agreement includes a 30-day "go-shop" period expiring on April 10, 2021, which permits Talend's Board and advisors to solicit alternative acquisition proposals. As of April 12, 2021, Talend S.A. announced the expiration of the 30-day "go-shop" period on April 10, 2021. Talend is liable to pay $47.9 million as termination fee. This transaction would result in Talend structurally, but not operationally, redomiciling in the Netherlands. As on May 24, 2021, parties decided to amend the deposit agreement. Talend Board will be comprised of nine directors of which at least will be designated by Thoma Bravo, and the remaining two will be independent. Nora Denzel, Elizabeth Fetter, Thierry Sommelet, Elissa Fink, and Ryan Kearny have agreed to resign from the Board and Christal Bemont will remain on the Board. Patrick Jones and Steve Singh will remain on the Board as the Independent Directors. Amy Coleman Redenbaugh, Kenneth Virnig, Mike Hoffmann, Elizabeth Yates, David Murphy, Kristin Nimsger, and Jim Hagan are expected to join the Board as Directors. On July 26, 2021, shareholders voted to approve the appointments of Amy Coleman Redenbaugh, Kenneth Virnig, Mike Hoffmann, Elizabeth Yates, David Murphy, Kristin Nimsger and Jim Hagan to the Talend Board of Directors subject to the consummation of Thoma Bravo’s tender offer. In connection with the appointment of the director candidates and subject to the same condition precedent, Nora Denzel, Elizabeth Fetter, Thierry Sommelet, Elissa Fink, and Ryan Kearny have agreed to resign from their positions on the Talend Board. The deal is subject to minimum tender of at least 80% which may be reduced to any percentage as low as 67%, regulatory and antitrust approvals. The transaction is subject to approval of shareholders of Talend S.A. Talend expects to convene a general meeting of the shareholders in late July 2021. The Board of Directors of Talend unanimously approved the memorandum of understanding. As of May 6, 2021, Talend Board of Directors unanimously recommend that shareholders accept Thoma Bravo offer and tender their shares. On July 26, 2021, at an ordinary and extraordinary general meeting of shareholders, Talend’s shareholders voted to approve the transaction. Thoma Bravo and Talend announced the expiration of the waiting period under the HSR Act on April 1, 2021. As of June 8, 2021, Japanese authorities granted authorization on May 25, 2021. The Subdirección General de Inversiones Exteriores informed Thoma Bravo on May 25, 2021 that the foreign direct investment resulting from the transactions would not be subject to authorization. The German Bundeskartellamt granted German Merger Control Approval clearance under the German Competition Act on April 9, 2021. The Federal Competition Authority of Austria granted formal clearance Austrian Competition Act on April 22, 2021. On July 19, 2021, the transaction received of all required regulatory approvals and clearances, including authorization by the French Ministry of the Economy and Finance (MINEFI). Talend will hold a general meeting of shareholders on July 26, 2021. The tender offer commenced on June 11, 2021. The tender offer will run for 20 days and is scheduled to expire at 5:00 p.m. on July 28, 2021. On July 16, 2021, Amendment No. 2 with respect to Tender Offer Statement on Schedule TO was filed. Corey D. Fox, P.C., Bradley Reed, P.C., Peter Stach, Vincent Ponsonnaille, Brett R. Nelson, Louis Gosset, Edwin Cruz, George C. Boden, Sophie Frishberg and Anna Metzger of Kirkland & Ellis LLP, Cyril Deniaud, Stephen Walters, Nicolas Mancret, Eva Kopelman and Frédéric Sardain of Jeantet & Associés and Houthoff Buruma Coöperatief U.A. acted as legal advisors for Thoma Bravo while Rob Ishii, Mark Baudler, Patrick Sandor, Steve Bernard, John McGaraghan, Brandon Gantus, Jamillia Ferris, Michael Occhiolini, Anne Seymour, Scott Sher, Todd Hahn, Dave Strong, Jason Storck and Matt Staples of Wilson Sonsini Goodrich & Rosati, P.C. and Antoine Tezenas-Du-Montcel, David-James Sebag, Arnaud Duhamel, Foulques de Rostolan, Magali Buchert, Paul de France and Caroline Lan of Gide Loyrette Nouel A.A.R.P.I. and Loyens & Loeff N.V. acted as legal advisors for Talend. Qatalyst Partners LP acted as financial advisor and fairness opinion provider to Talend S.A. JPMorgan Chase Bank, N.A. acted as depository; Innisfree M&A Incorporated acted as information agent; and BNP Paribas Securities Services acted as registrar to Talend, Qatalyst Partners will receive a fee of $43 million, $0.25 million of which was paid following the execution of the engagement letter, $3 million of which was payable upon the delivery of its opinion and the remaining portion of which will be paid upon, and subject to, the consummation of the Offer. Thoma Bravo, LLC completed the acquisition of 84.4% stake in Talend S.A. (NasdaqGM:TLND) from Praesidium Investment Management Company, LLC, SRS Investment Management, LLC, 40 North Management LLC, and others for $2 billion on July 29, 2021. All conditions pertaining to the transaction have been fulfilled.