Talend (NASDAQ: TLND), a leader in data integration and data integrity, today announced that its Board of Directors unanimously determined that Thoma Bravo’s proposed offer (as described in the memorandum of understanding between Talend and Thoma Bravo previously announced on March 10, 2021) 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 American Depositary Shares representing ordinary shares of Talend (“ADSs”) accept Thoma Bravo’s offer and tender their outstanding ordinary shares of Talend and ADSs to Thoma Bravo in such offer. The Board’s recommendation follows the conclusion of the consultation procedure of the works council of Talend on April 27, 2021.
Thoma Bravo intends to commence a tender offer to acquire all of the outstanding ordinary shares and ADSs of Talend for $66.00 in cash per ordinary share and ADS (each ADS representing one ordinary share).
In light of the anticipated timing of the extraordinary general meeting of the Talend shareholders, which is anticipated to occur in late July, Thoma Bravo intends to launch its tender offer in June.
Accordingly, Talend anticipates making its required Schedule 14D-9 filing, including the recommendation from the Board of Directors in support of the tender offer, shortly thereafter.
The closing of the tender offer is subject to the valid tender pursuant to the tender offer of ordinary shares and ADSs of Talend representing – together with ordinary shares and ADSs of Talend then beneficially owned by Thoma Bravo, if any – at least 80% of the fully diluted ordinary shares and ADSs, receipt of customary transactional regulatory approvals (including French foreign investment control procedure), and other customary closing conditions.
Talend has now completed several key transaction milestones including the issuance of the Board recommendation, the completion of the works council consultation, the completion of the “go shop” process, the appointment of the statutory appraiser required in the context of the redomiciling and related transactions, clearance from German and Austrian antitrust regulators, and the expiry of the waiting period under HSR.
As previously announced, the Company anticipates the closing of the tender offer by the third quarter of 2021 and the closing of the transactions related to the redomiciling by the fourth quarter of 2021, after the completion of interim milestones including:
- The completion of key pre-meeting actions including the filing of Talend’s definitive proxy statement, which Talend anticipates filing in June, calling a general meeting to vote on the transactions related to the redomiciling of Talend in the Netherlands, after completion of the statutory appraisal process related to the redomiciling;
- The completion of the Talend general meeting, currently anticipated to be held in late July 2021, at which shareholders will vote on a series of transactions that would result in Talend structurally, but not operationally, redomiciling in the Netherlands;
- Thoma Bravo’s tender offer, currently anticipated to be launched in conjunction with the filing of the definitive proxy in June and the calling of the general meeting, which, if completed successfully, would result in Thoma Bravo’s ownership of at least 80% of the Talend’s fully diluted ordinary shares and ADSs;
- The authorization by the French MINEFI of the investment, currently anticipated in the third quarter of 2021;
- The closing of the tender offer, currently anticipated to be completed in the third quarter of 2021 following the authorization of the French MINEFI; and
- The closing of the transactions related to the redomiciling, which is currently anticipated to be completed in the fourth quarter of 2021.
Talend notes that the transactions to be voted upon at the general meeting would be conditioned upon the closing of Thoma Bravo’s tender offer and will be 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, and as a result, certain milestones may take more or less time to complete.