Thoma Bravo Snaps Up Talend for $2.4B
March 12, 2021
has entered into a memorandum of understanding with Thoma Bravo under which
Thoma Bravo intends to commence a 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.
The offer, which values Talend at approximately $2.4 billion, represents a
premium of approximately 29% to Talend's closing price on March 9 and an 81%
premium to the volume weighted average price over the last twelve months. The
Talend Board of Directors unanimously approved the memorandum of understanding.
Subject to and upon completion of the transaction, Talend would become a private
company and continue investing in its cloud transition as well as products and
solutions that serve the evolving data needs of its customers.
"We are pleased to move forward with Thoma Bravo, as the transaction will
deliver compelling and certain cash value to Talend shareholders and significant
strategic, long-term benefits for our customers, employees, and other
stakeholders," said Steve Singh, Chairman of the Board of Talend. "Our Board is
focused on driving shareholder value and has periodically evaluated potential
transaction alternatives in the context of our standalone plan over the past
several years. With the successful advancement of our transformation effort led
by our CEO over the past year, the Talend Board and management team conducted a
targeted process with potential financial and strategic parties to determine the
best path forward for the Company. We believe the transaction with Thoma Bravo
validates the Talend team's success in building a data market leader."
"The last twelve months have underscored the importance of digital
transformation and the unique and vital role Talend plays in ensuring
enterprises can trust the data fueling their business," said Christal Bemont,
Chief Executive Officer of Talend. "I am pleased with how the team has executed
through the challenges of 2020 and successfully delivered on the strategic
initiatives and targets we laid out a year ago. As we look forward, the
transaction with Thoma Bravo – a firm with a successful track record of helping
the companies it acquires achieve long-term, sustainable growth – will provide
Talend with additional capital, resources, and expertise to execute against our
mission and leverage a large market opportunity to help all organizations become
data-driven. I want to thank the Talend team for their dedication to our company
and customers; it is the incredible women and men of Talend who have helped
build a leading platform and made this exciting transaction possible."
"We are thrilled to partner with the management team at Talend to continue to
build upon their leadership position in the cloud data integration market," said
Seth Boro, a Managing Partner at Thoma Bravo. "We are confident we can apply our
experiences working with market-leading software companies to accelerate
Talend's growth and complete its transition to the cloud."
"Data has become critical to every facet of the world, and Talend's data fabric
empowers organizations to operationalize their data," said Chip Virnig, a
Partner at Thoma Bravo. "Talend has built the leading cloud-native orchestration
platform that helps organizations bring together all their data, wherever it may
sit, to solve their most complex problems."
Under the terms of the binding memorandum of understanding, Thoma Bravo will
initiate a cash tender offer of $66.00 (approximately €55.54) per Talend
ordinary share and ADS, subject to certain conditions. This offer values Talend
at approximately $2.4 billion or approximately €2.1 billion, including net debt.
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. Talend has the right to terminate the memorandum of understanding to
enter into a superior proposal subject to certain terms and conditions of the
memorandum of understanding. There can be no assurance that this "go-shop" will
result in a superior proposal, and Talend does not intend to disclose
developments with respect to the solicitation process unless and until it
determines such disclosure is appropriate or is otherwise required.
In the event that Talend's Board recommends the tender offer to the holders of
ordinary shares and ADSs upon completion of the appropriate works council
consultations, Thoma Bravo will commence the tender offer thereafter. The
closing of the transaction 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 outstanding ordinary shares and ADSs, receipt of
customary transactional regulatory approvals (including French foreign
investment control procedure) and other customary closing conditions.
In addition, in case of said recommendation, Talend will convene an ordinary and
extraordinary general meeting of the shareholders to vote on a transaction that
would result in the Company structurally, but not operationally, redomiciling in
the Netherlands. Following the closing of the tender offer and completion of
said transaction, any ordinary shares or ADSs not tendered would be ultimately
redeemed for a price equal to the price per ordinary share and ADS as paid in
the tender offer. In connection with these transactions, Talend's existing
French activities, including assets, liabilities and employees, would be first
transferred to a new wholly-owned French subsidiary.
The tender offer is currently expected to close in the third quarter of 2021 and
the redomiciling and related transactions are currently expected to close in the
fourth quarter of 2021. 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.
tender offer will be implemented in accordance with the terms and conditions of
the binding memorandum of understanding between Talend and Thoma Bravo. In
addition to the offer terms, the memorandum of understanding contains customary
representations, warranties and undertakings by Talend and Thoma Bravo.
The parties have further agreed on certain expense reimbursement and termination
fees payable by Talend to Thoma Bravo under certain circumstances, including if
the Talend Board determines not to issue a positive recommendation following
completion of the appropriate works council consultations, subsequently changes
or withdraws its recommendation, or terminates to accept a superior proposal.