UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Talend S.A. (the “Company”) held its Ordinary and Extraordinary General Meeting of shareholders (the “Combined Meeting”) on July 26, 2021. The matters voted upon at the Combined Meeting and the voting results for each proposal are set forth below.
Brokers were not permitted to exercise discretion with respect to any matter; accordingly, there were no broker non-votes with respect to any matter.
Proposal 1: To approve appointment of Amy Coleman Redenbaugh as director subject to conditions precedent
| For | Against | Abstain | ||||||||
| 18,064,066 | 472,406 | 82,865 | ||||||||
Ms. Redenbaugh was elected to serve as a director subject to conditions precedent until the 2024 Annual General Meeting of shareholders and until her successor is duly elected and qualified, subject to earlier death, resignation or removal.
Proposal 2: To approve appointment of Kenneth Virnig as director subject to conditions precedent
| For | Against | Abstain | ||||||||
| 18,036,093 | 500,384 | 82,860 | ||||||||
Mr. Virnig was elected to serve as a director subject to conditions precedent until the 2024 Annual General Meeting of shareholders and until his successor is duly elected and qualified, subject to earlier death, resignation or removal.
Proposal 3: To approve appointment of Mike Hoffmann as director subject to conditions precedent
| For | Against | Abstain | ||||||||
| 18,035,747 | 500,730 | 82,860 | ||||||||
Mr. Hoffmann was elected to serve as a director subject to conditions precedent until the 2024 Annual General Meeting of shareholders and until his successor is duly elected and qualified, subject to earlier death, resignation or removal.
Proposal 4: To approve appointment of Elizabeth Yates as director subject to conditions precedent
| For | Against | Abstain | ||||||||
| 18,037,217 | 499,260 | 82,860 | ||||||||
Ms. Yates was elected to serve as a director subject to conditions precedent until the 2024 Annual General Meeting of shareholders and until her successor is duly elected and qualified, subject to earlier death, resignation or removal.
Proposal 5: To approve appointment of David Murphy as director subject to conditions precedent
| For | Against | Abstain | ||||||||
| 18,035,998 | 499,539 | 83,800 | ||||||||
Mr. Murphy was elected to serve as a director subject to conditions precedent until the 2024 Annual General Meeting of shareholders and until her successor is duly elected and qualified, subject to earlier death, resignation or removal.
Proposal 6: To approve appointment of Kristin Nimsger as director subject to conditions precedent
| For | Against | Abstain | ||||||||
| 18,036,970 | 499,508 | 82,859 | ||||||||
Ms. Nimsger was elected to serve as a director subject to conditions precedent until the 2024 Annual General Meeting of shareholders and until her successor is duly elected and qualified, subject to earlier death, resignation or removal.
Proposal 7: To approve appointment of Jim Hagan as director subject to conditions precedent (proposals no. 1 – 7, the “Appointments,” and such proposals together, the “Governance Proposal”)
| For | Against | Abstain | ||||||||
| 18,035,544 | 499,994 | 83,799 | ||||||||
Mr. Hagan was elected to serve as a director subject to conditions precedent until the 2024 Annual General Meeting of shareholders and until his successor is duly elected and qualified, subject to earlier death, resignation or removal.
Proposal 8: To review and approve a draft partial asset contribution agreement and approval of the contribution subject thereof, governed by the demerger legal regime (apport partiel d’actifs soumis au régime des scissions) by the Company to Talend SAS, a wholly-owned subsidiary of the Company, of all of its assets and liabilities, rights and obligations of any kind and other legal relationships in relation to its business in accordance with the terms of the draft contribution agreement (including its schedules), drafted in French and in English, by private deed dated June 15, 2021 between the Company and Talend SAS, a société par actions simplifiée organized under the laws of France and wholly owned by the Company (the “Demerger”) and delegation of powers to the board of directors (the “Board”) to implement such contribution (the “Demerger Proposal”).
| For | Against | Abstain | ||||||||
| 18,588,379 | 28,587 | 2,371 | ||||||||
The shareholders approved the Demerger Proposal.
Proposal 9: To review and approve a draft cross-border merger plan by absorption of the Company by Tahoe AcquireCo B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, in accordance with the terms of the Merger Plan (as this term is defined herein) (the “Merger,” and such proposal, the “Merger Proposal” and the Governance Proposal, the Demerger Proposal, and the Merger Proposal together are referred to herein as the “Post-Offer Reorganization Proposals.” )
| For | Against | Abstain | ||||||||
| 18,584,857 | 33,533 | 947 | ||||||||
The shareholders approved the Merger Proposal.
Proposal 10: To give powers to carry out all filing and publication formalities required by law (the “Powers Proposal”).
| For | Against | Abstain | ||||||||
| 18,514,681 | 28,718 | 75,938 | ||||||||
The shareholders approved the Powers Proposal.
Item 8.01. OTHER EVENTS.
A copy of the press release announcing the approval of all proposals at the Combined Meeting is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
| Exhibit No. | Exhibit Description | |
| 99.1 | Press Release issued by Talend S.A., dated July 26, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Talend S.A. | ||
| By: | /s/ Aaron Ross | |
| Aaron Ross | ||
| General Counsel | ||
Date: July 26, 2021
Exhibit 99.1
TLND General Meeting Results Release
Talend Shareholders Approve All Proposals at General Meeting of Shareholders
SAN FRANCISCO and REDWOOD CITY, Calif. and SURESNES, France, July 26, 2021 – Talend (NASDAQ: TLND) (the “Company”) today announced that, at an ordinary and extraordinary general meeting of shareholders, its shareholders voted to approve a series of transactions that will result in the Company structurally, but not operationally, redomiciling in the Netherlands following and subject to notably the consummation of Thoma Bravo’s tender offer. Shareholders also voted to approve the appointments of Amy Coleman Redenbaugh, Kenneth Virnig, Mike Hoffmann, Elizabeth Yates, David Murphy, Kristin Nimsger and Jim Hagan to the Talend Board of Directors subject to the consummation of Thoma Bravo’s tender offer. In connection with the appointment of the director candidates and subject to the same condition precedent, Nora Denzel, Elizabeth Fetter, Thierry Sommelet, Elissa Fink, and Ryan Kearny have agreed to resign from their positions on the Talend Board.
As previously announced, Thoma Bravo has launched 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, without interest and less any applicable withholding taxes. The tender offer is being made pursuant to the memorandum of understanding between Talend and Thoma Bravo dated March 10, 2021.
“This approval from shareholders represents a significant milestone toward completing the transaction with Thoma Bravo, and on behalf of the Board of Directors, I thank shareholders for their strong support,” said Steve Singh, Chairman of the Board of Talend. “We are confident that the transaction is in the best interests of our company and all stakeholders, and we look forward to completing it and delivering shareholders the compelling and certain cash value of Thoma Bravo’s tender offer.”
The tender offer is scheduled to expire at 5:00 p.m., New York City time, on July 28, 2021, unless extended or terminated. The closing of the tender offer is subject to the valid tender of ordinary shares and ADSs of Talend representing – together with ordinary shares and ADSs of Talend beneficially owned by Thoma Bravo, if any – at least 80% of the fully diluted ordinary shares and ADSs.
The tender offer is expected to close in the third quarter of 2021 and the redomiciling and related transactions are expected to close in the fourth quarter of 2021. As part of the closing of the tender offer and completion of the redomiciling and related transactions, any ordinary shares or ADSs not tendered would ultimately receive an amount in cash, with respect to each such non-tendered ordinary share and ADS, 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, will be first transferred to a new wholly-owned French subsidiary. Additionally, as part of the completion of these transactions, Talend's ADSs will no longer be listed on any public market and Talend will become a privately held company.
The final voting results will be reported in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission following certification by Talend’s inspector of elections.
About Talend
Talend (NASDAQ: TLND), a leader in data integration and data integrity, is changing the way the world makes decisions.
Talend Data Fabric is the only platform that seamlessly combines an extensive range of data integration and governance capabilities to actively manage the health of corporate information. This unified approach is unique and essential to delivering complete, clean, and uncompromised data in real-time to all employees. It has made it possible to create innovations like the Talend Trust Score™, an industry-first assessment that instantly quantifies the reliability of any data set.
Over 6,500 customers across the globe have chosen Talend to run their businesses on healthy data. Talend is recognized as a leader in its field by leading analyst firms and industry media.
For more information, please visit www.talend.com and follow us on Twitter: @Talend.
About Thoma Bravo
Thoma Bravo is a leading private equity firm focused on the software and technology-enabled services sectors. With more than $76 billion in assets under management as of December 31, 2020, Thoma Bravo partners with a company's management team to implement operating best practices, invest in growth initiatives and make accretive acquisitions intended to accelerate revenue and earnings, with the goal of increasing the value of the business. The firm has offices in San Francisco and Chicago. For more information, visit thomabravo.com.
Important Additional Information and Where to Find It
In connection with the proposed acquisition of Talend S.A. ("Talend"), Tahoe BidCo B.V. ("Purchaser") commenced a tender offer for all of the outstanding ordinary shares and American Depositary Shares ("ADSs"), each representing one ordinary share, of Talend on June 11, 2021. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Talend. It is also not a substitute for the tender offer materials that Purchaser filed with the Securities and Exchange Commission (the "SEC") or the solicitation/recommendation statement that Talend filed on Schedule 14D-9 with the SEC upon commencement of the tender offer. Purchaser filed tender offer materials on Schedule TO with the SEC, and Talend filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY TALEND'S STOCKHOLDERS and ADS HOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender offer materials and the solicitation/recommendation statement are available to Talend's stockholders and ADS holders free of charge. A free copy of the tender offer materials and the solicitation/recommendation statement will also be made available to all of Talend's stockholders and ADS holders by contacting Talend at ir@talend.com, or by visiting Talend's website (www.talend.com). In addition, the tender offer materials and the solicitation/recommendation statement (and all other documents filed by Talend with the SEC) are available at no charge on the SEC's website (www.sec.gov). TALEND'S STOCKHOLDERS AND ADS HOLDERS ARE ADVISED TO READ THE TENDER OFFER MATERIALS AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED BY PURCHASER OR TALEND WITH THE SEC BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER. THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER, PURCHASER AND TALEND.
Forward-Looking Statements
This document contains certain statements that constitute forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the satisfaction of conditions to the completion of the proposed transaction and the expected completion of the proposed transaction, as well as other statements that are not historical fact. These forward-looking statements are based on currently available information, as well as Talend's views and assumptions regarding future events as of the time such statements are being made. Such forward looking statements are subject to inherent risks and uncertainties. Accordingly, actual results may differ materially and adversely from those expressed or implied in such forward-looking statements. Such risks and uncertainties include, but are not limited to, the potential failure to satisfy conditions to the completion of the proposed transaction due to the failure to receive a sufficient number of tendered shares in the tender offer, as well as those described in cautionary statements contained elsewhere herein and in Talend's periodic reports filed with the SEC including the statements set forth under "Risk Factors" set forth in Talend's most recent annual report on Form 10-K, and any subsequent reports on Form 10-Q or form 8-K filed with the SEC, the Tender Offer Statement on Schedule TO (including the offer to purchase, the letter of transmittal and other documents relating to the tender offer) filed by Purchaser, and the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Talend. As a result of these and other risks, the proposed transaction may not be completed on the timeframe expected or at all. These forward-looking statements reflect Talend's expectations as of the date of this report. The forward-looking statements included in this communication are made only as of the date hereof. Talend assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
Contacts
Talend
Investor Contact:
Damaari Drumright
Vice President, Treasury and Investor Relations
ddrumright@talend.com
650-667-5160
Media Contact:
Chris Taylor, 408-674-1238
Vice President, Corporate Marketing
ctaylor@talend.com
Eric Brielmann or Andrew Siegel
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Thoma Bravo:
Thoma Bravo Communications
Megan Frank
212-731-4778
mfrank@thomabravo.com
Finsbury Glover Hering
Andrew Johnson or Joe Berg
914-497-5138 / 203-984-2771
andrew.johnson@fgh.com / Joe.berg@fgh.com
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