Item 1.01. Entry into a Material Definitive Agreement.
On June 15, 2021, the board of directors of Talend S.A. ("Talend") approved the
execution of, and Talend executed, an asset contribution agreement under the
demerger legal regime in accordance with French law (the "Demerger Agreement").
Following and subject to the successful consummation of the tender offer made by
Tahoe Bidco B.V., a private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid) organized under the laws of the
Netherlands ("Purchaser"), pursuant to a Schedule TO filed with the SEC on June
11, 2021 (the "Offer"), Talend intends to transfer all of its assets and
liabilities to a société par actions simiplifée organized under the laws of
France that is wholly owned by Talend ("Talend SAS"), in accordance with the
Demerger Agreement (such transaction, the "Demerger"). Pursuant to the Demerger
Agreement, the Demerger is subject to conditions precedent, including the
consummation of the Offer and the approval of the Demerger by the shareholders
of Talend.
The foregoing description of the Demerger Agreement is included to provide
information regarding its terms and does not purport to be complete and is
qualified in its entirety by reference to the Demerger Agreement, which is filed
as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated herein by
reference.
Additionally, on June 15, 2021, the board of directors of Talend approved the
execution of, and Talend executed, a cross-border merger plan (the "Merger
Plan"), in accordance with Articles 2:309 et seq. and 2:333b et seq. of the
Dutch Civil Code (Burgerlijk Wetboek) (the "DCC") and Articles L. 236-1 et seq.
and L. 236-25 et seq. of the French Commercial Code, entered into between Talend
and Tahoe AcquireCo B.V., a Dutch private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) organized under the laws
of the Netherlands that is a direct, wholly-owned subsidiary of Purchaser
("Tahoe AcquireCo B.V."). Following and subject to the successful consummation
of the Demerger, a cross-border merger (the "Merger") will be effectuated
pursuant to the Merger Plan whereby Tahoe AcquireCo B.V. will survive the Merger
and as a result of such Merger, each ordinary share and American Depositary
Share of Talend outstanding immediately prior to the consummation of the Merger
will be exchanged into one duly authorized, validly issued and fully paid share
of Tahoe AcquireCo B.V. Pursuant to the Merger Plan, the completion of the
Merger is subject to conditions precedent including the consummation of the
Offer and the approval of the Merger by the shareholders of Talend.
The foregoing description of the Merger Plan is included to provide information
regarding its terms and does not purport to be complete and is qualified in its
entirety by reference to the Merger Plan, which is filed as Exhibit 2.2 to this
Current Report on Form 8-K, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1 Contribution Agreement, entered into by and between Talend S.A. and
Talend S.A.S., dated as of June 15, 2021.
2.2 Joint Cross-Border Merger Plan, between Talend S.A. and Tahoe
AcquireCo B.V., dated as of June 15, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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