Saturday, April 10, 2021

Thoma Bravo to Acquire Talend in $2.4 Billion Transaction

By on March 18, 2021

SAN JUAN — French data company Talend has entered into a memorandum of understanding with the Thoma Bravo private equity investment firm—co-founded by Puerto Rican billionaire Orlando Bravo—under which Thoma Bravo intends to acquire all of the outstanding ordinary shares and American Depositary Shares (ADSs) of Talend, for $66 per ordinary share and ADS (each ADS representing one ordinary share) in cash.

The offer, as detailed in a press release, values Talend at approximately $2.4 billion, and represents a premium of approximately 29% to Talend’s closing price on March 9 and an 81% premium to the volume weighted average price over the last 12 months.

With about $77 billion in assets under management as of Dec. 31, Thoma Bravo’s portfolio already includes many tech companies such as Flexera, Riverbed and Barracuda Networks, as well as security brands with its acquisitions of Sophos, ConnectWise, Imperva and others, according to Channel Futures. Talend provides software for data preparation, data quality, data integration, application integration, data management and big data. Its competitors include Microsoft, AWS, IBM, Oracle and others.

Thoma Bravo Managing Partner Orlando Bravo (Screen capture https://twitter.com/orlandobravotb)

“As the world embraces digital transformation in an accelerated pace, we continue to invest in, and partner with great technology companies to achieve sustainable, long-term growth. We are looking forward to working with Talend, a leader in data integration and data integrity,” Bravo said.

Upon completion of the transaction, Talend would become a private company and continue investing in its cloud transition as well as its data products and solutions.

The agreement includes a 30-day “go-shop” period expiring on April 10, which permits Talend to solicit alternative acquisition proposals and has the right to terminate the MOU and “enter into a superior proposal subject to certain terms and conditions of the memorandum of understanding,” the news release reads.

If the transaction with Thoma Bravo goes through, Talend would structurally but not operationally, redomicile in the Netherlands. Talend’s French activities, including assets, liabilities and employees, would be first transferred to a new wholly-owned French subsidiary. 

The tender offer is 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. 

“We are pleased to move forward with Thoma Bravo, as the transaction will deliver compelling and certain cash value to Talend shareholders and significant strategic, long-term benefits for our customers, employees, and other stakeholders,” Talend Chairman Steve Singh said. “Our Board is focused on driving shareholder value and has periodically evaluated potential transaction alternatives in the context of our standalone plan over the past several years. With the successful advancement of our transformation effort led by our CEO over the past year, the Talend Board and management team conducted a targeted process with potential financial and strategic parties to determine the best path forward for the Company. We believe the transaction with Thoma Bravo validates the Talend team’s success in building a data market leader.”

“The last twelve months have underscored the importance of digital transformation and the unique and vital role Talend plays in ensuring enterprises can trust the data fueling their business,” added Talend CEO Christal Bemont. “As we look forward, the transaction with Thoma Bravo – a firm with a successful track record of helping the companies it acquires achieve long-term, sustainable growth – will provide Talend with additional capital, resources, and expertise to execute against our mission and leverage a large market opportunity to help all organizations become data-driven.”

“We are thrilled to partner with the management team at Talend to continue to build upon their leadership position in the cloud data integration market,” said Seth Boro, a Managing Partner at Thoma Bravo. “We are confident we can apply our experiences working with market-leading software companies to accelerate Talend’s growth and complete its transition to the cloud.”

“Data has become critical to every facet of the world, and Talend’s data fabric empowers organizations to operationalize their data,” said Chip Virnig, a Partner at Thoma Bravo. “Talend has built the leading cloud-native orchestration platform that helps organizations bring together all their data, wherever it may sit, to solve their most complex problems.”

Qatalyst Partners is serving as financial adviser to Talend and Wilson Sonsini Goodrich & Rosati, P.C. and Gide Loyrette Nouel A.A.R.P.I. are serving as legal counsel. Kirkland & Ellis, LLP is serving as legal counsel to Thoma Bravo.