On March 10, 2021, Talend, a leader in data integration and data integrity, announced that it has entered into a memorandum of understanding with Thoma Bravo, a leading private equity investment firm focused on the software and technology-enabled services sectors, 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 percent to Talend's closing price on March 9 and an 81 percent 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. Wilson Sonsini Goodrich & Rosati represented Talend in the acquisition.

Under the terms of the binding memorandum of understanding, Thoma Bravo intends to 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.

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.

The Wilson Sonsini team that advised Talend in the transaction includes:

Corporate
Rob Ishii
Mark Baudler
Steve Bernard
Erin Malone-Shkurkin
Tracy Sevush

Technology Transactions
John McGaraghan
Barclay Oudersluys

Employee Benefits and Compensation
Jason Chan

Regulatory
Seth Cowell
Robin Crauthers
Anne Seymour
Jamillia Ferris

Corporate Finance
Michael Occhiolini
Michael Rosati

Tax
Dave Strong

Litigation
Aren Balabanian
Jason Storck       

Privacy    
Matt Staples
Daniel Chen

For more information, please see Talend's press release.