Thoma Bravo Completes Tender Offer For Outstanding Shares And ADSs Of Talend And Announces Commencement Of Subsequent Offering Period
Thoma Bravo and Talend announced that Tahoe Bidco B.V., an affiliate of Thoma Bravo has successfully concluded its tender offer to acquire all of the outstanding ordinary shares, nominal value €0.08 per share (the “Ordinary Shares”), including Ordinary Shares represented by American Depositary Shares (the “ADSs”) of Talend for U.S. $66.00 per Ordinary Share and U.S. $66.00 per ADS in cash, without interest and less any applicable withholding taxes (the “Offer Price”).
The tender offer expired as scheduled at 5:00 p.m., New York City Time on July 28, 2021. As of expiration, an aggregate of 27,775,823 ADSs and Ordinary Shares had been validly tendered and not withdrawn from the tender offer (excluding 4,081,532 ADSs, or approximately 12.4% of Talend’s outstanding ADSs and Ordinary Shares, tendered pursuant to guaranteed delivery procedures), collectively representing approximately 84.4% of Talend’s outstanding ADSs and Ordinary Shares. All such ADSs and Ordinary Shares have been accepted for payment in accordance with the terms of the tender offer, and Purchaser expects to promptly pay for such shares.
Purchaser has commenced a subsequent offering period during which tenders of Ordinary Shares will be accepted. The subsequent offering period will expire at 5:00 p.m. New York City time on August 9, 2021. Any Ordinary Shares properly tendered during the subsequent offering period will be accepted for payment, and the holders of such Ordinary Shares will be promptly paid the Offer Price. During the subsequent offering period, pursuant to the ADS Depositary Agreement (as amended), JPMorgan Chase Bank N.A. (the “ADS Depositary”) will tender the Ordinary Shares underlying any untendered ADSs to Purchaser in exchange for the Offer Price, and the ADS Depositary will hold such aggregate cash payment in trust for the benefit of the holders of such non-tendered ADSs. No tenders of ADSs will be accepted during the subsequent offering period and the holders of such untendered ADSs will become entitled to payment of the Offer Price as a result of the ADS Depositary’s tender of the underlying Ordinary Shares. Ordinary Shares tendered during the subsequent offering period may not be withdrawn. In addition, no Ordinary Shares or ADSs tendered during the initial offer period may be withdrawn during the subsequent offer period.
Kirkland & Ellis served as the legal adviser to Thoma Bravo. Qatalyst Partners served as exclusive financial adviser to Talend and Wilson Sonsini Goodrich & Rosati, P.C.and Gide Loyrette Nouel A.A.R.P.I. served as its legal adviser.
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