Thoma Bravo and Talend announced that Thoma Bravo has commenced the previously-announced tender offer to acquire all of the outstanding ordinary shares and American Depositary Shares (“ADSs”) of Talend for $66.00 per ordinary share and ADS (each ADS representing one ordinary share) in cash, without interest and less any applicable withholding taxes.
The tender offer is being made pursuant to the memorandum of understanding between Talend and Thoma Bravo dated March 10, 2021. As previously announced on May 5, 2021, the Talend Board of Directors unanimously determined that the Thoma Bravo 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, and recommends that all holders of ordinary shares and ADSs accept Thoma Bravo’s offer and tender their outstanding shares and/or ADSs to Thoma Bravo.
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The tender offer is scheduled to expire at 5:00 p.m., New York City time, on July 28, 2021, unless extended or terminated. The closing of the tender offer is subject to the valid tender of ordinary shares and ADSs of Talend representing – together with ordinary shares and ADSs of Talend beneficially owned by Thoma Bravo, if any – at least 80% of the fully diluted ordinary shares and ADSs, as well as the receipt of customary transactional regulatory approvals (including French foreign investment control procedure), and other customary closing conditions.
As previously announced, Talend expects to convene a general meeting of the shareholders in late July 2021 to vote in particular on transactions that would result in the Company structurally, but not operationally, redomiciling in the Netherlands. Following the closing of the tender offer and completion of the redomiciling and related transactions, any ordinary shares or ADSs not tendered will be redeemed for a price equal to the price per ordinary share and ADS paid in the tender offer. The tender offer is not contingent on the redomiciling and related transactions. The Company expects the tender offer to be completed in the third quarter of 2021 and the redomiciling and related transactions are expected to close in the fourth quarter of 2021.
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In connection with these transactions, Talend’s existing activities, including assets, liabilities and employees, will be first transferred to a new wholly-owned French subsidiary. Additionally, upon completion of the transactions, Talend will become a privately held company and Talend’s ADSs will no longer be listed on any public market, assuming the completion of the tender offer and the redomiciling and related transactions.
Talend notes that the transactions to be voted upon at the general meeting will be conditioned upon the closing of Thoma Bravo’s tender offer and described in greater detail upon the filing of the Company’s proxy statement and Schedule 14D-9. The timing of each of these milestones is subject to the occurrence of various conditions outside the control of Talend and Thoma Bravo, including obtaining necessary regulatory approvals, and as a result, certain milestones may take more or less time to complete.