0001104659-07-003384.txt : 20070119 0001104659-07-003384.hdr.sgml : 20070119 20070119122838 ACCESSION NUMBER: 0001104659-07-003384 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070119 DATE AS OF CHANGE: 20070119 GROUP MEMBERS: CYRTE FUND I CV GROUP MEMBERS: CYRTE INVESTMENTS BV GROUP MEMBERS: CYRTE INVESTMENTS GP I BV GROUP MEMBERS: JOHANNES HENDRIKUS HUBERT DE MOL GROUP MEMBERS: STICHTING ADMINISTRATIEKANTOOR TALPA BEHEER GROUP MEMBERS: TALPA CAPITAL HOLDING BV SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TALEO CORP CENTRAL INDEX KEY: 0001134203 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81059 FILM NUMBER: 07540036 BUSINESS ADDRESS: STREET 1: 4140 DUBLIN BOULEVARD STREET 2: SUITE 400 CITY: DUBLIN STATE: CA ZIP: 94568 BUSINESS PHONE: 9254523000 MAIL ADDRESS: STREET 1: 4140 DUBLIN BOULEVARD STREET 2: SUITE 400 CITY: DUBLIN STATE: CA ZIP: 94568 FORMER COMPANY: FORMER CONFORMED NAME: RECRUITSOFT INC DATE OF NAME CHANGE: 20010209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Talpa Beheer BV CENTRAL INDEX KEY: 0001356258 IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: FLEVOLAAN 41A CITY: NAARDEN STATE: P7 ZIP: 1411 KC BUSINESS PHONE: 31 35 695 9000 MAIL ADDRESS: STREET 1: FLEVOLAAN 41A CITY: NAARDEN STATE: P7 ZIP: 1411 KC SC 13D 1 a07-1983_1sc13d.htm SC 13D

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

TALEO CORPORATION

(Name of Issuer)

Class A Common Stock, $0.00001 par value

(Title of Class of Securities)

87424N104

(CUSIP Number)

Gaylord Macnack

Flevolaan 41A

1411 KC NAARDEN

P.O. Box 5081

1410 AB NAARDEN

The Netherlands

+31 35 695 9000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copy to:

Alex Bafi, Esq.

Herbert Smith LLP

Exchange House

Primrose Street

London EC2A 2HS

United Kingdom

+44 20 7374 8000

January 9, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 87424N104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Stichting Administratiekantoor Talpa Beheer

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization The Netherlands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 1,123,162 (1)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 1,123,162 (1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,123,162

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.15% (2)

	14.	Type of Reporting Person (See Instructions) OO

(1) The Reporting Persons own 1,123,162 shares of Class A Common Stock of Taleo Corporation.

(2) The calculation of the foregoing percentage is based on 21,822,015 shares of Class A Common Stock of Taleo Corporation outstanding as of October 31, 2006, as reported on the issuer’s quarterly report on Form 10-Q for the period ended September 30, 2006 filed with the Securities and Exchange Commission on November 14, 2006.

CUSIP No. 87424N104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Talpa Beheer BV

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization The Netherlands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 1,123,162 (1)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 1,123,162 (1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,123,162

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.15% (2)

	14.	Type of Reporting Person (See Instructions) CO

(1) The Reporting Persons own 1,123,162 shares of Class A Common Stock of Taleo Corporation.

CUSIP No. 87424N104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Talpa Capital Holding BV

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization The Netherlands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 1,123,162 (1)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 1,123,162 (1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,123,162

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.15% (2)

	14.	Type of Reporting Person (See Instructions) CO

(1) The Reporting Persons own 1,123,162 shares of Class A Common Stock of Taleo Corporation.

CUSIP No. 87424N104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Cyrte Investments BV

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization The Netherlands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 1,123,162 (1)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 1,123,162 (1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,123,162

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.15% (2)

	14.	Type of Reporting Person (See Instructions) CO

(1) The Reporting Persons own 1,123,162 shares of Class A Common Stock of Taleo Corporation.

CUSIP No. 87424N104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Cyrte Investments GP I BV

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization The Netherlands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 1,123,162 (1)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 1,123,162 (1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,123,162

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.15% (2)

	14.	Type of Reporting Person (See Instructions) CO

(1) The Reporting Persons own 1,123,162 shares of Class A Common Stock of Taleo Corporation.

CUSIP No. 87424N104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Cyrte Fund I CV

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF/WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization The Netherlands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 1,123,162 (1)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 1,123,162 (1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,123,162

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.15% (2)

	14.	Type of Reporting Person (See Instructions) CO

(1) The Reporting Persons own 1,123,162 shares of Class A Common Stock of Taleo Corporation.

CUSIP No. 87424N104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Johannes Hendrikus Hubert de Mol

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization The Netherlands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 1,123,162 (1)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 1,123,162 (1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,123,162

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.15% (2)

	14.	Type of Reporting Person (See Instructions) IN

(1) The Reporting Persons own 1,123,162 shares of Class A Common Stock of Taleo Corporation.

Item 1.	Security and Issuer
This statement on Schedule 13D (this “Statement”) relates to 1,123,162 shares of Class A Common Stock, par value $0.00001 per share (the “Shares”), of Taleo Corporation (the “Company”). The Company’s principal offices are located at 4140 Dublin Boulevard, Suite 400, Dublin, California 94568.

Item 2.	Identity and Background
(a), (b) and (c) This Statement is being filed jointly by (i) Stichting Administratiekantoor Talpa Beheer (“Stichting”), a foundation organized under the laws of The Netherlands, (ii) Talpa Beheer BV (“Talpa”), a corporation organized under the laws of The Netherlands, (iii) Talpa Capital Holding BV (“Talpa Capital Holding”), a corporation organized under the laws of The Netherlands, (iv) Cyrte Investments BV (“Cyrte Investments”), a corporation organized under the laws of The Netherlands, (v) Cyrte Investments GP I BV (“Cyrte Investments GP”), a corporation organized under the laws of The Netherlands, (vi) Cyrte Fund I CV (“Cyrte Fund”), a limited partnership organized under the laws of The Netherlands and (vii) Johannes Hendrikus Hubert de Mol (collectively, the “Reporting Persons”). Stichting owns all of the outstanding capital stock of Talpa. Talpa has a 55% ownership interest in Talpa Capital Holding and is a limited partner of Cyrte Fund. Talpa Capital Holding has a 75% ownership interest in Cyrte Investments, manager of the investment portfolio held by Talpa and owner of all of the outstanding capital stock of Cyrte Investments GP. Cyrte Investments GP is the general partner of Cyrte Fund. Mr. de Mol is the sole director of Talpa and F.J. Botman is the sole director of Talpa Capital Holding and Cyrte Investments. The business address of Stichting, Talpa and Mr. de Mol is Burgemeester A. Colijnweg 2, 1182 AL Amstelveen, The Netherlands. The business address of Talpa Capital Holding, Cyrte Investments, Cyrte Investments GP, Cyrte Fund and Mr. Botman is Flevolaan 41A, 411 KC Naarden, P.O. Box 5081, 1401 AB Naarden, The Netherlands. The principal activity of Stichting is to hold and administer the shares in the capital of Talpa for the benefit of the holders of depositary receipts issued by Stichting and to exercise the voting rights attached to such shares. One of the principal occupations of Mr. de Mol, a media entrepreneur, is to direct the activities of Talpa and other interests including Talpa Media Holding NV (“Talpa Media”). The principal business of Talpa Media is the conduct of media activities including television and radio production in The Netherlands and the principal business address of Talpa Media is Zevenend 45-4, 1251 RL Laren, The Netherlands. The principal business of Talpa is investment management. Talpa Capital Holding is a holding company; its principal business is solely to hold shares in Cyrte Investments. The principal business of Cyrte Investments is investment management. Cyrte Investments GP’s principal business is to act as the general partner of Cyrte Fund. Cyrte Fund is an investment fund; its principal business is to invest in listed and non-listed equity securities in the technology, media and telecommunication sectors. Mr. Botman’s principal occupation is to act as director of Talpa Capital Holding and Cyrte Investments. (d) During the last five years, the Reporting Persons and Mr. Botman have not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). (e) During the last five years, the Reporting Persons and Mr. Botman have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Messrs. de Mol and Botman are citizens of The Netherlands.

Item 3.	Source and Amount of Funds or Other Consideration
Cyrte Fund obtained the funds to purchase the Shares from capital contributions made to its working capital by its limited partners, including Talpa. The total amount of funds used for the acquisition of the 1,123,162 Shares owned by the Reporting Persons was $11,467,055.

Item 4.	Purpose of Transaction
The Reporting Persons are acquiring the Shares of the Company for investment purposes. The Reporting Persons intend to assess their investment in the Company from time to time on the basis of various factors, including, without limitation, the Company’s business, financial condition, results of operations and prospects, general economic, market and industry conditions, as well as other developments and other investment opportunities. Depending upon the foregoing factors or any other factors deemed relevant to the Reporting Persons, they may acquire additional shares in the Company, or dispose of all or part of the shares of the Company, in open market transactions, privately negotiated transactions or otherwise. Any acquisition or disposition may be effected by the Reporting Persons at any time without prior notice. The Reporting Persons may engage in communications from time to time with one or more stockholders, officers or directors of the Company regarding the Company’s operating performance, strategic direction or other matters that could result in or relate to, among other things, any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as described in this Statement, none of the Reporting Persons has any present plan or proposal that relates to, or could result in, any of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The Reporting Persons will, however, continue to review the business of the Company and, depending upon one or more of the factors referred to above, may in the future propose that the Company take one or more such actions.

Item 5.	Interest in Securities of the Issuer
(a) and (b) According to the Company’s quarterly report on Form 10-Q for the period ended September 30, 2006 filed with the Securities and Exchange Commission on November 14, 2006, there were 21,822,015 Shares outstanding as of October 31, 2006. Cyrte Investments GP directly owns 1,123,162 shares of Class A Common Stock of the Company, representing 5.15% of the Company’s Class A Common Stock outstanding as of October 31, 2006. None of Stichting, Talpa, Talpa Capital Holding, Cyrte Investments, Cyrte Fund and Mr. de Mol directly own any shares of the Company’s Class A Common Stock. However each of Stichting, Talpa, Talpa Capital Holding, Cyrte Investments, Cyrte Fund and Mr. de Mol and may be deemed to be beneficial owners, as well as share the power to vote and dispose, of the Company’s Class A Common Stock directly owned by Cyrte Investments GP by virtue of the fact that: Stichting owns all of the outstanding capital stock of Talpa; Mr. de Mol is the sole director of Talpa, an entity which has a 55% ownership interest in Talpa Capital Holding and is a limited partner of Cyrte Fund; Talpa Capital Holding has a 75% ownership interest in Cyrte Investments; Cyrte Investments is the manager of the investment portfolio held by Talpa and owns all of the outstanding capital stock of Cyrte Investments GP; and Cyrte Investments GP is the general partner of Cyrte Fund. (c) During the past 60 days, Cyrte Investments GP has acquired Shares in the transactions described in Schedule I attached hereto, which is incorporated herein by reference. (d) F.J. Botman Holding BV, as a minority shareholder of Talpa Capital Holding, and NIBC Investments Management NV, as a minority shareholder of Cyrte Investments, will have the right to receive dividends from, or proceeds from the sale of, Shares owned by the Reporting Persons. (e) Not applicable. Except for the transactions described in this Statement, none of the Reporting Persons has effected any transactions in the securities of the Company during the past 60 days.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
To the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any of the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.	Material to Be Filed as Exhibits

Exhibit No.		Description

Exhibit 99.1		Agreement of Joint Filing among Stichting Administratiekantoor Talpa Beheer, Talpa Beheer BV, Talpa Capital Holding BV, Cyrte Investments BV, Cyrte Investments GP I BV, Cyrte Fund I CV and Johannes Hendrikus Hubert de Mol dated as of January 19, 2007.

Exhibit 99.2		Powers of Attorney dated as of July 30, 2006, August 3, 2006 and January 18, 2007.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date

January 19, 2007

Signature

/s/ Gaylord Macnack

Stichting Administratiekantoor Talpa Beheer, by Gaylord Macnack, attorney-in-fact*

Date

January 19, 2007

Signature

/s/ Gaylord Macnack

Talpa Beheer BV, by Gaylord Macnack, attorney-in-fact*

Date

January 19, 2007

Signature

/s/ Gaylord Macnack

Talpa Capital Holding BV, by Gaylord Macnack, attorney-in-fact*

Date

January 19, 2007

Signature

/s/ Gaylord Macnack

Cyrte Investments BV, by Gaylord Macnack, attorney-in-fact*

Date

January 19, 2007

Signature

/s/ Gaylord Macnack

Cyrte Investments GP I BV, by Gaylord Macnack, attorney-in-fact*

Date

January 19, 2007

Signature

/s/ Gaylord Macnack

Cyrte Fund I CV, by Gaylord Macnack, attorney-in-fact*

Date

January 19, 2007

Signature

/s/ Gaylord Macnack

Johannes Hendrikus Hubert de Mol, by Gaylord Macnack, attorney-in-fact*

* Signed pursuant to powers of attorney, dated July 30, 2006, August 3, 2006 and January 18, 2007, included as Exhibit 99.2 to this statement on Schedule 13D filed with the Securities and Exchange Commission.

SCHEDULE I

TRANSACTIONS EFFECTED DURING THE PAST 60 DAYS

All of the Shares of the Company acquired as described in the table below were acquired by Cyrte Investments GP in open market transactions.

Trade Date	Shares Acquired	Shares Price (USD)
January 05, 2007	42,800	12.91
January 08, 2007	27,000	12.74
January 09, 2007	32,800	12.16

&# 160;

EX-99.1 2 a07-1983_1ex99d1.htm AGREEMENT OF JOINT FILING

Exhibit 99.1

CUSIP NO. 8724N104

AGREEMENT OF JOINT FILING

The undersigned hereby agree that they are filing jointly pursuant to Rule 13d-1(k)(1) of the Securities and Exchange Act of 1934, as amended, with respect to the shares of Class A Common Stock, par value $0.00001 per share, of Taleo Corporation Each of the undersigned further agrees and acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but shall not be responsible for completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

DATED: January 19, 2007	REPORTING PERSON:

	Stichting Administratiekantoor Talpa Beheer
	/s/ Gaylord Macnack
	By: Gaylord Macnack, attorney-in-fact*

	Talpa Beheer BV
	/s/ Gaylord Macnack
	By: Gaylord Macnack, attorney-in-fact*

	Talpa Capital Holding BV
	/s/ Gaylord Macnack
	By: Gaylord Macnack, attorney-in-fact*

	Cyrte Investments BV
	/s/ Gaylord Macnack
	By: Gaylord Macnack, attorney-in-fact*

	Cyrte Investments GP I BV
	/s/ Gaylord Macnack
	By: Gaylord Macnack, attorney-in-fact*

	Cyrte Fund I CV
	/s/ Gaylord Macnack
	By: Gaylord Macnack, attorney-in-fact*

	Johannes Hendrikus Hubert de Mol
	/s/ Gaylord Macnack
	By: Gaylord Macnack, attorney-in-fact*

* Signed pursuant to powers of attorney, dated July 30, 2006 and August 3, 2006, included as Exhibit 99.2 to the statement on Schedule 13D filed with the Securities and Exchange Commission on January 19, 2007.

EX-99.2 3 a07-1983_1ex99d2.htm POWERS OF ATTORNEY

EXHIBIT 99.2

Cusip No. 87424N104

Power of Attorney

Each of the undersigned, Mr F.J. Botman, F.J. Botman Holding B.V. and Talpa Capital Holding B.V. (the “Grantors”), hereby grant a power of attorney to Cyrte Investments B.V. (the “Attorney”), with right of substitution:

1. to execute on behalf and in the name of the Grantors any notification documents relating to the direct or indirect holding of shares and/or voting rights in listed companies (such as pursuant to the Dutch Wet melding zeggenschap in ter beurze genoteerde vennootschappen 1996 and similar regulations in other jurisdictions);

2. and furthermore in general to do all things as the Attorney may reasonably deem appropriate, requisite or proper in connection with the foregoing.

Each of the Grantors will indemnify the Attorney against all losses, damages, costs and expenses (including legal fees) incurred by the Attorney in connection with its exercise of any power, right or discretion conferred under this power of attorney.

This power of attorney shall be governed by the laws of the Netherlands. This power of attorney shall be valid for an indefinite period of time. Each of the Grantors is at all times entitled to revoke this power of attorney (to the extent it relates to such Grantor).

30 July 2006

/s/ F.J. Botman

F.J. Botman

· on behalf of himself

· as managing director on behalf of F.J. Botman Holding B.V.

· as managing director on behalf of Talpa Capital Holding B.V.

EXHIBIT 99.2

Cusip No. 87424N104

Power of Attorney

Each of the undersigned, Mr J.H.H. de Mol, Stichting Administratiekantoor Talpa Beheer and Talpa Beheer B.V. (the “Grantors”), hereby grant a power of attorney to Cyrte Investments B.V. (the “Attorney”), with right of substitution:

2. and furthermore in general to do all things as the Attorney may reasonably deem appropriate, requisite or proper in connection with the foregoing.

30 July 2006

/s/ J.H.H. de Mol

J.H.H. de Mol

· on behalf of himself

· as managing director on behalf of F.J. Stiching Administratiekantoor Talpa Beheer

· as managing director on behalf of Talpa Beheer B.V.

/s/ F.J. Botman

EXHIBIT 99.2

Cusip No. 87424N104

Power of Attorney

CYRTE INVESTMENTS B.V.

Whereas:

· Each of Mr. F.J. Botman, F.J. Botman Holding B.V., Talpa Capital Holding B.V., Mr. J.H.H. de Mol, Stichting Administratiekantoor Talpa Beheer and Talpa Beheer B.V. (the “Grantors”) granted on or around 1 August 2006 a power of attorney to Cyrte Investments B.V. (“Cyrte Investments”) to execute on behalf and in the name of the Grantors any notification documents relating to the direct or indirect holding of shares and/or voting rights in listed companies, with a right of substitution.

· Through this power of attorney Cyrte Investments wishes to utilize this right of substitution and, in addition, grant a power of attorney to Mr. Gaylord Macnack to execute any notification documents relating to the direct or indirect holding of shares and/or voting rights in listed companies on behalf of Cyrte Investments.

The undersigned:

Cyrte Investments hereby grants a power of attorney to Mr. Gaylord Macnack (the “Attorney”):

· to execute on behalf and in the name of the Grantors and Cyrte Investments any notification documents relating to the direct or indirect holding of shares and/or voting rights in listed companies (such as pursuant to the Dutch Wet melding zeggenschap in ter beurze genoteerde vennootschappen 1996 and similar regulations in other jurisdictions);

· and furthermore in general to do all things as the Attorney may reasonably deem appropriate, requisite or proper in connection with the foregoing.

Cyrte Investments will indemnify the Attorney against all losses, damages, costs and expenses (including legal fees) incurred by the Attorney in connection with its exercise of any power, right or discretion conferred under this power of attorney.

This power of attorney shall be governed by the laws of the Netherlands. This power of attorney shall be valid for an indefinite period of time. Cyrte Investments is at all times entitled to revoke this power of attorney.

Signed: Naarden on Aug 3, 2006

Cyrte Investments B.V.

/s/ F.J. Botman
By: Mr. F.J. Botman
Title: Director

EXHIBIT 99.2

Cusip No. 87944E105

Power of Attorney

The undersigned, Cyrte Investments GP I B.V., on its own behalf and in its capacity as sole general partner of Cyrte Fund I C.V., (the “Grantor”), hereby grants a power of attorney to Mr. Gaylord Macnack (the “Attorney”), with right of substitution:

1. to execute on behalf and in the name of the Grantor any notification documents relating to the direct or indirect holding of shares and/or voting rights in listed companies (such as pursuant to the Dutch Wet melding zeggenschap in ter beurze genoteerde vennootschappen 1996 and similar regulations in other jurisdictions);

2. and furthermore in general to do all things as the Attorney may reasonably deem appropriate, requisite or proper in connection with the foregoing.

The Grantor will indemnify the Attorney against all losses, damages, costs and expenses (including legal fees) incurred by the Attorney in connection with its exercise of any power, right or discretion conferred under this power of attorney.

This power of attorney shall be governed by the laws of the Netherlands. This power of attorney shall be valid for an indefinite period of time. The Grantor is at all times entitled to revoke this power of attorney.

18 January 2007

/s/ F.J. Botman
Cyrte Investments GP I B.V.
represented by its sole managing director
Cyrte Investments B.V., in
its turn represented by its
sole managing director, Mr. F.J. Botman

Under the Securities Exchange Act of 1934 (Amendment No. )*

Under the Securities Exchange Act of 1934
(Amendment No. )*