Talend PREM14A Preliminary proxy related to merger

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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Rule 14a-101)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a-12

Talend S.A.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☐

No fee required.

☒

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

Ordinary shares, nominal value €0.08 per share, of Talend S.A. (“Ordinary Shares”), including all Ordinary Shares underlying American Depositary Shares of Talend S.A., each representing one Ordinary Share.

(2)

Aggregate number of securities to which transaction applies:

As of June 2, 2021, there were outstanding 37,257,947 Ordinary Shares, which consists of 32,702,499 issued and outstanding ordinary shares (of which 32,624,564 were represented by ADSs), 1,451,563 Ordinary Shares subject to issuance pursuant to options, 2,791,306 Ordinary Shares subject to issuance pursuant to restricted stock units, 80,289 Ordinary Shares subject to issuance pursuant to BSPCEs, and 232,290 Ordinary Shares subject to issuance pursuant to BSAs.

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Solely for the purpose of calculating the filing fee, the underlying value of the transaction was calculated based on the sum of: (i) 32,702,499 Ordinary Shares, multiplied by the offer consideration of $66.00 per share, (ii) the net offer consideration for 1,451,563 outstanding options multiplied by $43.34 (the difference between $66.00 and the weighted average exercise price of $22.66 per share), (iii) 2,791,306 ordinary shares subject to issuance pursuant to restricted stock units, multiplied by the offer consideration of $66.00 per share, (iv) 80,289 shares subject to issuance pursuant to BSPCEs, multiplied by $48.62 per share (the difference between $66.00 and the weighted average exercise price of $17.38 per share), and (v) 232,290 share subject to issuance pursuant to BSAs, multiplied by $24.91 (the difference between $66.00 and the weighted average exercise price of $41.09 per share).

(4)

Proposed maximum aggregate value of transaction:

$2,415,191,865.50

(5)

Total fee paid:

$263,497.43

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Fee paid previously with preliminary materials.

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

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TALEND S.A.
5-7 rue Salomon de Rothschild
92150 Suresnes, France
Telephone: +33 (0) 1 46 25 06 00

NOTICE OF ORDINARY AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

To Be Held at 5-7 rue Salomon de Rothschild, 92150 Suresnes, France at [•] [a./p.]m. Paris Time on [•], 2021

To Our Shareholders:

Notice is hereby given that an ordinary and extraordinary general meeting (the “Combined Meeting”) of the shareholders of Talend S.A., a société anonyme organized under the laws of France (which we refer to as Talend or the Company), will be held at 5-7 rue Salomon de Rothschild, 92150 Suresnes, France1 on [•], 2021 at [•] [a.m.], local time, for the following purposes, as more fully described in the accompanying proxy statement:

Within the authority of the Ordinary Shareholders’ Meeting:

To approve appointment of Amy Coleman Redenbaugh as director subject to conditions precedent.

To approve appointment of Kenneth Virnig as director subject to conditions precedent.

To approve appointment of Mike Hoffmann as director subject to conditions precedent.

To approve appointment of Elizabeth Yates as director subject to conditions precedent.

To approve appointment of David Murphy as director subject to conditions precedent.

To approve appointment of Kristin Nimsger as director subject to conditions precedent.

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”).

Within the authority of the Extraordinary Shareholders’ Meeting:

We are monitoring the situation regarding COVID-19 (Coronavirus) closely and we will monitor the need to potentially alter the date, time or location of the Combined Meeting or switch to a virtual meeting format as provided by government ordinance n°2020-321 dated 25 March 2020 and decree n°2020-418 dated 10 April 2020 as prorogated by decree n°2021-255 dated 9 March 2021, issued upon authorization of the health emergency law n°2020-290 dated 23 March 2020, as amended. If we take any of these or other steps, we will announce the decision to do so in advance by a press release and the filing of additional proxy materials with the Securities and Exchange Commission. Please monitor our website at https://investor.talend.com for updated information and if you intend to attend the meeting in person, please check the website in advance of the meeting.

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of the Contribution Agreement (as this term is defined herein) (the “Demerger”) and delegation of powers to the board of directors (the “Board”) to implement such contribution (the “Demerger Proposal”).

To review and approve a 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.” )

10.

To give powers to carry out all filing and publication formalities required by law (the “Powers Proposal”).

This proxy statement will also provide information to shareholders of Talend S.A. concerning the offer (the “Offer”) to be 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”) and an affiliate of Tahoe Bidco (Cayman), LLC, an exempted company organized under the laws of the Cayman Islands (“Parent”) and an affiliate of Thoma Bravo L.P. (“Thoma Bravo”), to purchase all of the issued and outstanding ordinary shares of the Company, nominal value €0.08 per share (the “Ordinary Shares”) and American Depository Shares, each representing one Ordinary Share (which we refer to as “ADSs”), of Talend for $66.00 per Ordinary Share and ADS, in cash. The Offer will be made by Purchaser pursuant to the Memorandum of Understanding, dated March 10, 2021, by and between Talend S.A. and Parent (the “Memorandum of Understanding”), which was filed as Exhibit 2.1 to a Current Report on Form 8-K filed with the Securities Exchange Commission on March 10, 2021. A copy of the Memorandum of Understanding is attached as Annex B to the accompanying proxy statement. This is a discussion item only and shareholders will not vote on this item.

The Memorandum of Understanding, the Offer and certain of the other transactions contemplated by the Memorandum of Understanding which would be effected in connection with the Offer are described more fully in the attached proxy statement, and we urge you to read it carefully and in its entirety.

The Board has unanimously determined that the foregoing resolutions and the other transactions contemplated by the Memorandum of Understanding are fair to, and in the best interests of, Talend and the shareholders of Talend and approved and declared advisable the Memorandum of Understanding and the Offer and the other transactions contemplated by the Memorandum of Understanding. The Board made its determination after consultation with its legal and financial advisors and consideration of a number of factors, including those discussed in the attached proxy statement.

The Board recommends that you vote “FOR” the Governance Proposal, “FOR” the Demerger Proposal, “FOR” the Merger Proposal, and “FOR” the Powers Proposal.

The failure of the Combined Meeting to adopt the Post-Offer Reorganization Proposals and the Powers Proposal may delay Parent and Purchaser’s ability to consummate the Merger and the Demerger if the Offer is consummated. Please note that you are NOT being asked to tender your Ordinary Shares and ADSs with this proxy statement. Pursuant to the Memorandum of Understanding, Purchaser will commence a tender offer for all of the outstanding Ordinary Shares, ADSs, and certain other outstanding equity interests of Talend. It is expected that the tender offer will commence as of [•] 2021.

Your vote is very important, regardless of the number of Ordinary Shares or ADSs you own. The Demerger and the Merger cannot be completed unless the Demerger Proposal and the Merger Proposal are adopted by the affirmative vote of two-thirds of the total number of votes cast at the Combined Meeting, and the Appointments cannot be completed unless the Governance Proposal is adopted by a majority of the votes cast at the Combined Meeting. If we fail to secure the number of votes required to adopt and approve the Governance Proposal, Demerger Proposal, Merger Proposal, or the Powers Proposal at the Combined Meeting, Parent or one of its affiliates may, in their discretion, elect to request the Company to call a subsequent general meeting to raise the Governance Proposal, the Demerger Proposal, the Merger Proposal and/or the Powers Proposal and vote their shares in favor of the adoption and approval of such proposals. Following the conclusion of the Offer, Purchaser will own a sufficient number of shares to approve

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the proposals, or any alternative shareholder proposals, without any additional votes from the other shareholders of Talend. However, the failure to adopt and approve the Governance Proposal, the Demerger Proposal, the Merger Proposal and the Powers Proposal at the Combined Meeting may reduce the likelihood of the Demerger and the Merger closing, and the Appointments being made, in a timely manner or at all.

If you are a holder of Ordinary Shares at 00:00 a.m., Paris time, on [DATE], 2021, you will be eligible to vote at the Combined Meeting. You may (i) vote in person at the Combined Meeting, (ii) vote by submitting your proxy card by mail, (iii) grant your voting proxy directly to the chairman of the Combined Meeting, or (iv) grant your voting proxy to another shareholder, your spouse or your partner with whom you have entered into a civil union. If you vote in advance of the Combined Meeting by submitting your proxy card, you will not be able to change your vote and you will not be able to vote in person at the meeting.

If you are a holder of ADSs, you are not entitled to vote directly at the Combined Meeting. You may instruct JPMorgan Chase Bank, N.A. (the “Depositary”), either directly or through your broker, bank, or other nominee, how to vote the Ordinary Shares underlying your ADSs. Please note that only holders of Ordinary Shares, and not ADS holders, are entitled to vote directly at the Combined Meeting. The Depositary has fixed a record date for the determination of holders of ADSs who shall be entitled to give such voting instructions. We have been informed by the Depositary that it has set the ADS record date for the Combined Meeting as [•], 2021 (the “ADS Record Date”). If you wish to have your votes cast at the meeting, you must obtain, complete and timely return a voting instruction form from the Depositary, if you are a registered holder of ADSs, or from your broker, bank, or other nominee in accordance with any instructions provided therefrom.

Please read the proxy statement and the accompanying materials. Whether or not you plan to attend the Combined Meeting in person, and no matter how many Ordinary Shares or ADSs you own, please submit your proxy card or voting instruction form, as applicable, in accordance with the procedures described above.

				By Order of the Board of Directors, Christal Bemont Chief Executive Officer
	Suresnes, France Dated: [•], 2021

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	SUMMARY					1
	QUESTIONS AND ANSWERS ABOUT THE COMBINED GENERAL MEETING AND THE TRANSACTIONS CONTEMPLATED BY THE MEMORANDUM OF UNDERSTANDING					14
	CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS					25
	THE COMBINED GENERAL MEETING					26
	Date, Time and Place of the Combined Meeting					26
	Purpose of the Combined Meeting					26
	Record Dates and Quorum					27
	Vote Required					28
	Voting					28
	Voting by Talend’s Directors and Executive Officers					29
	Anticipated Date of Completion of the Tender Offer and the Post-Offer Reorganization					29
	Solicitation of Proxies; Payment of Solicitation Expenses					29
	Questions and Additional Information					30
	INFORMATION RELATED TO THE OFFER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MEMORANDUM OF UNDERSTANDING					31
	Parties Involved in the Offer and the Other Transactions Contemplated by the Memorandum of Understanding					31
	The Offer and Post-Offer Reorganization					32
	Effect on Talend if the Offer is Not Completed					36
	Background of the Offer and the Transactions Contemplated by the Memorandum of Understanding					37
	Recommendation of the Board and Reasons for the Offer and the Other Transactions Contemplated by the Memorandum of Understanding					48
	Certain Financial Projections					52
	Offer Price					61
	The Memorandum of Understanding					61
	Interests of Certain Persons in the Offer and the Other Transactions Contemplated by the Memorandum of Understanding					74
	Director and Officer Indemnification and Insurance					78
	Treatment of Certain Indebtedness					78
	Certain Material Tax Consequences					78
	Certain Dutch Tax Consequences					82
	Regulatory Approvals					86
	Tender and Support Agreements					88
	Depositary Agreement					88
	Financing the Offer					89
	PROPOSAL NOS. 1 – 7 – THE GOVERNANCE PROPOSAL					90
	PROPOSAL NO. 8 – THE DEMERGER PROPOSAL					92
	PROPOSAL NO. 9 – THE MERGER PROPOSAL					93
	PROPOSAL NO. 10 – POWERS FOR FORMALITIES					94
	MARKET PRICE OF ORDINARY SHARES					95
	BOARD OF DIRECTORS AND CORPORATE GOVERNANCE					96

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SUMMARY

The following summary highlights selected information in this proxy statement, delivered on or about [•] to all holders of the Company’s Ordinary Shares, and may not contain all the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement. Each item in this summary includes a page reference directing you to a more complete description of that topic. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information” beginning on page 107.

Parties to the Transactions (Page 31)

Talend S.A., a société anonyme organized under the laws of France (which we refer to as Talend, we or us), with headquarters in Suresnes, France, is a leader in data integration and data integrity. Talend’s software platform, Talend Data Fabric, integrates data and applications in real-time across modern big data and cloud environments, as well as traditional systems, allowing organizations to develop a unified view of their business and customers.

Talend American Depositary Shares (“ADSs”), each representing one ordinary share, nominal value €0.08 per share (the “Ordinary Shares”), are listed on the Nasdaq Stock Market LLC (which we refer to as Nasdaq), under the symbol “TLND”.

Thoma Bravo, L.P., a Delaware limited partnership (which we refer to as Thoma Bravo). Thoma Bravo is one of the largest private equity firms in the world, with more than $78 billion in assets under management as of March 31, 2021. The firm invests in growth-oriented, innovative companies operating in the software and technology sectors. Over the past 20 years, the firm has acquired more than 300 companies representing over $85 billion in enterprise value. Thoma Bravo has offices in Chicago, Miami and San Francisco.

Tahoe Bidco (Cayman), LLC, an exempted company organized under the laws of the Cayman Islands (which we refer to as Parent) and an affiliate of Thoma Bravo, was incorporated for the purpose of consummating the transactions contemplated by the Memorandum of Understanding.

Tahoe Bidco B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands and an affiliate of Parent, was incorporated for the purpose of consummating the transactions contemplated by the Memorandum of Understanding.

Tahoe AcquireCo B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands and an affiliate of Parent, was incorporated for the purpose of consummating the Merger.

Talend S.A.S., Talend S.A.S. is a société par actions simplifiée organized under the laws of France, whose registered office is located at 5-7 rue Salomon de Rothschild, 92150 Suresnes, France, registered with the trade and companies register of Nanterre under the number 852 579 184. Talend S.A.S. is a wholly owned subsidiary of Talend.

The Offer and Post-Offer Reorganization (Page 32)

The Offer (page 32)

As previously announced on March 10, 2021, Purchaser will commence a tender offer (the “Offer”) and will file a Schedule TO with the SEC, as it may be amended to time to time (the “Schedule TO”) to acquire all the outstanding Ordinary Shares of the Company, including ADSs, and Ordinary Shares issuable upon the exercise of any outstanding options, warrants, convertible securities or rights to purchase, subscribe for, or be allocated Ordinary Shares, (the “Company Shares”). The Company will also file a Schedule 14D-9 with the SEC, including with all agreements and exhibits thereto, as may be amended from time to time (the “Schedule 14D-9”). Unless the Offer is earlier terminated, the Offer will expire at [•], on [•] (the “Expiration Time”, unless the Offer is extended in accordance with the Memorandum of Understanding, in which case “Expiration Time” will mean the latest time and date at which the Offer, as so extended by Parent or Purchaser, will expire).

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The obligation of Purchaser to consummate the Offer is conditioned upon, among other things, the valid tender pursuant to the Offer of 80% of the outstanding Company Shares, including those represented by ADSs, Ordinary Shares issuable upon the exercise conversion or exchange of any option, warrants, convertible notes, stock appreciation rights, or other rights to acquire Ordinary Shares then outstanding (excluding the 1.75% convertible senior notes due September 1, 2024 issued by the Company in September 2019 (the “Convertible Notes”)) (the “Minimum Condition”). However, the Minimum Condition may be reduced to any percentage as low as 67% in Parent or Purchaser’s sole discretion.

You are not being asked to tender your shares at the Combined Meeting.

The Post-Offer Reorganization (page 32)

Following and contingent upon the consummation of the Offer, the parties intend to consummate a series of transactions, including the Demerger, the Merger, and the Post-Merger Reorganization, intended to ensure that Parent will become the sole owner of the Company’s businesses and operations, and that in exchange therefore, each holder of Company Shares that did not tender its Company Shares in the Offer is entitled to receive (subject to the completion of such transactions) the same consideration that it would have received as if it tendered such Company Shares in the Offer, subject to any applicable taxes. You are not being asked to tender your shares at the Combined Meeting. As a result of the Offer and the other transactions contemplated by the Memorandum of Understanding, Talend will cease to be a publicly traded company and will be (indirectly) wholly owned by Thoma Bravo. However, even if the Proposals contemplated herein are approved by the shareholders, Parent may elect, in its sole discretion, to not effect the Post-Offer Reorganization and may instead elect to take alternative action to effectuate a corporate reorganization in a different way.

The Combined Meeting is being called in connection with the Post-Offer Reorganization for Talend shareholders to vote on the resolutions to approve the Appointments, the Demerger, and the Merger. You will also be provided with information regarding the Offer and the Post-Merger Reorganization. See “The Offer and Post-Offer Reorganization — The Post-Offer Reorganization” beginning on page 32.

The Appointments (page 33)

Each of Nora Denzel, Elizabeth Fetter, Thierry Sommelet, Elissa Fink, and Ryan Kearny have agreed to resign, each of which is subject to and effective only as of the Offer Acceptance Time. Christal Bemont will remain on the Board. Patrick Jones and Steve Singh will remain on the Board as the independent directors.

The shareholders are being asked to, subject to Offer Acceptance Time (i) appoint Amy Coleman Redenbaugh as a director to replace Nora Denzel, to serve as a director until the ordinary general meeting of shareholders called to approve the financial statements for the fiscal year ending December 31, 2023; (ii) appoint Kenneth Virnig as a director to replace Elizabeth Fetter, to serve as a director until the ordinary general meeting of shareholders called to approve the financial statements for the fiscal year ending December 31, 2023; (iii) appoint Mike Hoffmann as a director to replace Thierry Sommelet, to serve as a director until the ordinary general meeting of shareholders called to approve the financial statements for the fiscal year ending December 31, 2023; (iv) appoint Elizabeth Yates as a director to replace Elissa Fink, to serve as a director until the ordinary general meeting of shareholders called to approve the financial statements for the fiscal year ending December 31, 2023; (v) appoint David Murphy as a director to replace Ryan Kearny, to serve as a director until the ordinary general meeting of shareholders called to approve the financial statements for the fiscal year ending December 31, 2023; (vi) appoint Kristin Nimsger to serve as a director until the ordinary general meeting of shareholders called to approve the financial statements for

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the fiscal year ending December 31, 2023; and (vii) to appoint Jim Hagan to serve as a director until the ordinary general meeting of shareholders called to approve the financial statements for the fiscal year ending December 31, 2023.

If the Offer is not consummated and/or the Offer Acceptance Time does not occur, the resignations of the current directors will have no effect and the appointments of Amy Coleman Redenbaugh, Kenneth Virnig, Mike Hoffmann, Elizabeth Yates, David Murphy, Kristin Nimsger, and Jim Hagan will not occur.

The Demerger (page 33)

Following and subject to the consummation of the Offer, Talend intends to transfer all of its assets and liabilities to a société par actions simplifiée organized under the laws of France and wholly owned by Talend (“Talend SAS”), in accordance with a draft asset contribution agreement under the demerger legal regime in accordance with French law (the “Demerger Agreement” and such transaction, the “Demerger”), in exchange for new ordinary shares of Talend SAS. In connection with the Demerger, Talend will file a tax ruling in accordance with article 209 II of the French Tax Code.

As a result of the Demerger, Talend SAS would own all of Talend’s assets and liabilities, rights and obligations of any kind and other legal relationships in relation to Talend’s business, with the exception of those, as the case may be, specifically excluded as listed in the Contribution Agreement. See “The Offer and Post-Offer Reorganization — The Demerger” beginning on page 33.

The Merger (page 34)

Following and subject to the consummation of the Demerger, a cross-border merger will be effectuated of Talend with and into Tahoe AcquireCo B.V., a 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, pursuant to a cross-border merger plan (the “Merger Plan”), in accordance with inter alia Directive (EU) 2017/1132 of June 14, 2017 relating to certain aspects of company law, Articles 2:309 et seq. and 2:333b et seq. of the Dutch Civil Code (Burgerlijk Wetboek) (the “DCC”), 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. Tahoe AcquireCo B.V. will survive the Merger and, as a result of such Merger, each Company Share 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.

Upon the consummation of the Demerger and the Merger, Talend will cease to exist as société anonyme organized under the laws of France and the surviving entity shall be Tahoe AcquireCo B.V., which, as a result of the Merger, will hold all of the outstanding ordinary shares of Talend SAS.

Any holders of Ordinary Shares or ADSs that did not tender such Company Shares in the Offer will, as a result of the Demerger and the Merger, own an equivalent proportional equity ownership in Tahoe AcquireCo B.V.

See “The Offer and Post-Offer Reorganization — The Merger” beginning on page 34.

The Post-Merger Reorganization (page 35)

Following the completion of the Demerger and the Merger, Parent and Purchaser may (but, for the avoidance of doubt, shall not be required to) engage in a series of transactions whereby any holders of equity of Tahoe AcquireCo B.V. that are not affiliates of Thoma Bravo will have their equity cancelled in exchange for the consideration they would have received if they had tendered their Company Shares in the Offer Price, in accordance with Dutch law and subject to any applicable tax withholding. See “The Offer and Post-Offer Reorganization — The Post-Merger Reorganization” beginning on page 35.

Effect on Talend if the Offer is Not Completed (Page 36)

If the Offer is not completed, Talend shareholders will not receive the Offer Price pursuant to the Offer and the Combined Meeting proposals that are adopted as a result of the Combined Meeting will not be implemented. Instead, Talend shareholders would remain shareholders in an independent public company

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organized under the laws of France. Your vote on the proposals presented at the Combined Meeting, whether for, against or an abstention, will not affect your ability to tender your Company Shares in the Offer.

Effect on Talend if the Governance Proposal, the Demerger Proposal, the Merger Proposal and the Powers Proposal are Not Approved (Page 37)

If each of the Governance Proposal, the Demerger Proposal, the Merger Proposal and the Powers Proposal (together, the “Proposals”) are not approved at the Combined Meeting, the Company may, following consultation with Parent, duly call and give notice of another general meeting to consider or reconsider the Proposals. However, the failure to adopt the Proposals at the Combined Meeting or any subsequent meeting called by the Board will have no effect on Parent and Purchaser’s obligations to launch and consummate the Offer.

Further, following the consummation of the Offer by Purchaser, Purchaser will own a sufficient number of Company Shares to approve the Proposals at any subsequent general meeting called to reconsider the Proposals. As a result, Purchaser may effectuate the Proposals, or any alternative shareholder proposals, without any additional vote of other holders of Company Shares following the consummation of the Offer.

Recommendation of the Board and the Reasons for the Offer and the Other Transactions Contemplated by the Memorandum of Understanding (Page 48)

After careful consideration of various factors as described in the section entitled “Information Related to the Offer and the Other Transactions Contemplated by the Memorandum of Understanding — Recommendation of the Board and Reasons for the Offer and the Other Transactions Contemplated by the Memorandum of Understanding” beginning on page 48, the Board has unanimously determined that the Offer and the other transactions contemplated by the Memorandum of Understanding are consistent with and will further the business objectives and goals of Talend and are in the best interests of Talend and Talend’s shareholders, and has approved and declared advisable the Memorandum of Understanding and the Offer and the other transactions contemplated by the Memorandum of Understanding. The Board has also unanimously resolved that the Post-Offer Reorganization Proposals be submitted for consideration by the shareholders of Talend at a Combined Meeting of Shareholders and recommended that the shareholders of Talend vote to adopt the Proposals. The Board consulted with Talend’s outside financial and legal advisors and senior management and considered a number of factors that the Board believes support its decision.

The Board recommends that you vote “FOR” the Demerger Proposal, “FOR” the Merger Proposal, “FOR” the Governance Proposal and “FOR” the Powers Proposal.

See “Information Related to the Offer and the Other Transactions Contemplated by the Memorandum of Understanding — Recommendation of the Board and Reasons for the Offer and the Other Transactions Contemplated by the Memorandum of Understanding” beginning on page 48.

Opinion of Qatalyst Partners LP (Page 55)

At the meeting of the Board on March 9, 2021, Qatalyst Partners LP (“Qatalyst Partners”) rendered to the Board its oral opinion, subsequently confirmed in writing, to the effect that, as of March 9, 2021, and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the Offer Price to be received pursuant to the Offer pursuant to, and in accordance with, the terms of the Memorandum of Understanding by the holders of ADSs, in their capacity as holders of ADSs (other than Parent or any affiliate of Parent), was fair, from a financial point of view, to such holders.

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qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. You should read the opinion carefully and in its entirety.

Qatalyst Partners’ opinion was provided to the Board and addressed only, as of the date of the opinion, the fairness, from a financial point of view, of the Offer Price to be received pursuant to the Offer pursuant to, and in accordance with, the terms of the Memorandum of Understanding by the holders of ADSs, in their capacity as holders of ADSs (other than Parent or any affiliate of Parent). It does not address any other aspect of the Offer. It does not constitute a recommendation as to whether any holder should tender Ordinary Shares or ADSs in connection with the Offer and does not in any manner address the price at which the ADSs will trade at any time.

For a description of the opinion that the Board received from Qatalyst Partners, see “Information related to the Offer and the other transactions contemplated by the Memorandum of Understanding — Opinion of Qatalyst Partners LP” beginning on page 55.

Offer Price (Page 61)

If you tender your Company Shares, upon completion of the Offer, you will be entitled to receive $66.00 per Ordinary Share and per ADS, without interest and less applicable withholding taxes, payable in cash, upon the terms and conditions set forth in the Memorandum of Understanding and the Offer (the “Offer Price”). If you hold your Company Shares through a broker, dealer, commercial bank, trust company, or nominee, you should consult such broker, dealer, commercial bank, trust company, or nominee to determine whether any charges will apply.

The Memorandum of Understanding (Page 61)

The Memorandum of Understanding, a copy of which is attached as Annex B, and the summary in this proxy statement are included to provide you with information regarding its terms but does not purport to be complete and is qualified in its entirety by reference to the Memorandum of Understanding itself, which was filed by Talend as Exhibit 2.1 to its Current Report on Form 8-K filed with the SEC on March 10, 2021, and which is incorporated by reference. See “Information Related to the Offer and the Other Transactions Contemplated by the Memorandum of Understanding — The Memorandum of Understanding” beginning on page 61.

Conditions of the Offer (Page 63)

The respective obligations of Talend, Parent and Purchaser to consummate the Offer are subject to the satisfaction or waiver of certain customary conditions, including the receipt of certain regulatory approvals, the absence of any legal prohibitions to the consummation of the Offer, the accuracy of the representations and warranties of the parties and compliance by the parties with their respective obligations under the Memorandum of Understanding. See “Information Related to the Offer and the Other Transactions Contemplated by the Memorandum of Understanding — Conditions of the Offer” beginning on page 63.

Treatment of Equity Awards (Page 65)

Treatment of Ordinary Shares, ADSs, Share Options, Free Shares (RSUs), Warrants, and ESPP (Page 65)

•

Ordinary Shares and ADSs. Each share of our Ordinary Shares and ADSs outstanding immediately prior to the effective time of the Offer (other than excluded shares) will be converted into the right to receive th Offer Price from Thoma Bravo.

•

Vested Share Options. In connection with the Offer, each holder of vested and outstanding share options to purchase our ordinary shares may enter into a cashless arrangement or a financing facility to fund the payment of the aggregate exercise price and withholding obligations upon the exercise of such vested share options, subject to an agreement to tender the ordinary shares acquired upon such exercise and to pay the cost of such aggregate exercise price and withholding obligations in connection with such exercise. In addition, certain vested and outstanding share options to purchase ordinary shares, to the extent unexercised as of immediately prior to the effective time of the Offer,

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will be cancelled as of the effective time of the Offer, and certain vested and outstanding share options to purchase ordinary shares, to the extent unexercised as of immediately prior to the effective time of the Offer, will be cancelled following the consummation of the Offer, after giving effect to the transactions to be consummated at the end of any Subsequent Offering Period and immediately prior to the consummation of the Post-Offer Reorganization in exchange for a cash indemnification payment in accordance with the applicable option plan.

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Unvested Share Options. In connection with the Offer, each holder of unvested, outstanding and unexercised share options to purchase our ordinary shares granted under our 2017 stock option plan and our 2016 stock option plan may elect for the cancellation of such unvested share options in exchange for receiving a cash payment in respect of each share subject to such unvested share options in an amount equal to $66.00, less the per share exercise price of such unvested share option, subject to any required withholding of taxes, referred to as the cash replacement option amount. Unvested, outstanding and unexercised share options granted on or after August 4, 2020, will automatically be cancelled in exchange for the right to receive the cash replacement option amount. The cash replacement option amount will be paid when the vesting conditions with respect to the unvested share options for which they are exchanged are satisfied and will generally be subject to the terms of such exchanged share options. In addition, any remaining unvested and outstanding share options to purchase ordinary shares granted under our 2017 stock option plan and our 2016 stock option plan, will be cancelled following the consummation of the Offer, after giving effect to the transactions to be consummated at the end of any Subsequent Offering Period and immediately prior to the consummation of the Post-Offer Reorganization in exchange for a cash payment in accordance with the applicable option plan. Such cash payment will be paid when the vesting conditions with respect to the unvested share options for which they are exchanged are satisfied and will generally be subject to the terms of such exchanged share options.

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Unvested Free Shares. In connection with the Offer, each outstanding and unvested free share will automatically be cancelled in exchange for the right to receive a cash payment in an amount equal to $66.00 per share, or the cash replacement free share amount. The cash replacement free share amount will be paid when the vesting conditions with respect to the free shares for which they are exchanged are satisfied and will generally be subject to the terms of such exchanged free shares.

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Company Warrants. All outstanding and unexercised warrants (BSA or BSPCE) to subscribe for ordinary shares shall immediately vest and become fully exercisable. In connection with the Offer, each holder of a company warrant to purchase our ordinary shares may enter into a cashless arrangement or a financing facility to fund the payment of the aggregate exercise price and withholding obligations upon the exercise of such company warrants, subject to an agreement to tender the ordinary shares acquired upon such exercise and to pay the cost of such aggregate exercise price and withholding obligations in connection with such exercise. In addition, certain vested and outstanding warrants to subscribe for ordinary shares, to the extent unexercised as of immediately prior to the effective time of the Offer, will be cancelled as of the effective time of the Offer, and certain vested and outstanding warrants to subscribe for ordinary shares, to the extent unexercised as of immediately prior to the effective time of the Offer, will be cancelled following the consummation of the Offer, after giving effect to the transactions to be consummated at the end of any Subsequent Offering Period and immediately prior to the consummation of the Post-Offer Reorganization in exchange for a cash indemnification payment in accordance with the applicable warrant agreement.

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ESPP. With respect to the Company’s employee stock purchase plan, or the ESPP, in accordance with the applicable provisions of the Memorandum of the Understanding, each offering under the ESPP that was outstanding as of the execution date of the Memorandum of Understanding has been shortened and each then-outstanding purchase right under the ESPP exercised, such that there are no outstanding offerings under the ESPP as of the date hereof. The ESPP was terminated effective as of the commencement date of the tender offer.

See “The Memorandum of Understanding — Treatment of Equity Awards” beginning on page 65.

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Go Shop Period; No Shop Period (Page 69)

For a period ending on April 10, 2021 (the “Go Shop Period”), Talend and their respective affiliates and representatives were permitted to:

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solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an alternate acquisition proposal;

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subject to the entry into, and in accordance with, a confidentiality agreement with the Company on terms not less restrictive in any material respect on such person than the confidentiality agreement between the Company and Parent, furnish to any person any non-public information relating to the Company or afford to any such access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an alternate acquisition proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an alternate acquisition proposal, provided, however, that the Company will:

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promptly (and in any event within 48 hours) provide to Parent, or provide to Parent access to, any such non-public information concerning the Company that is provided to any such person that was not previously provided or made available to Parent, and

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not provide any competitively sensitive non-public information to any person who is or whose affiliates are a competitor of the Company, except in accordance with the Memorandum of Understanding;

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amend, modify or waive any rights under or release any person from any “standstill” or other similar agreement with any person solely to allow such person to submit or amend an alternate acquisition proposal on a confidential basis to the Board; and

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participate or engage in discussions or negotiations with any such person with respect to an alternate acquisition proposal.

As of 12:01 a.m. Pacific time on April 10, 2021 (the “No Shop Period Start Date”), the Go Shop Period ended. Except as otherwise permitted by the Memorandum of Understanding as described below, Talend has agreed that, as of the beginning of the No Shop Period Start Date, neither Talend nor any of its subsidiaries or representatives will, directly or indirectly:

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initiate, solicit, induce, or knowingly take any action with a view to facilitate or encourage, any inquiries, proposals or offers that constitute, or would reasonably be expected to lead to, an alternate acquisition proposal;

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engage or otherwise participate in any discussions or negotiations (including by way of furnishing non-public information or granting access to any of the properties or assets of the Company or its subsidiaries) with any person relating to any inquiries, proposals or offers that constitute, or would reasonably be expected to lead to, an alternate acquisition proposal;

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accept, approve, endorse or recommend any alternate acquisition proposal;

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approve or recommend or execute or enter into, any letter of intent, agreement in principle, memorandum of understanding, tender offer agreement, acquisition agreement, business combination agreement, joint venture agreement, option agreement or other similar agreement in respect of any alternate acquisition proposal; or

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propose publicly or agree to do any of the foregoing related to any alternate acquisition proposal.

See “The Memorandum of Understanding — Go Shop Period; No Shop Period” beginning on page 69).

Termination of the Memorandum of Understanding (Page 72)

Talend and Parent may, by mutual written consent, terminate the Memorandum of Understanding and abandon the Offer any time prior to the time at which Purchaser accepts for payment and pays for each Ordinary Share and ADS tendered in the Offer (the “Offer Acceptance Time”).

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The Memorandum of Understanding may also be terminated and the Offer and the Post-Offer Reorganization may be abandoned any time prior to the Offer Acceptance Time as follows:

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by either Parent or Talend:

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for a failure to consummate the Offer by December 31, 2021, as described in the section entitled “The Memorandum of Understanding — Termination” beginning on page 72;

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if any order permanently restraining, enjoining or otherwise prohibiting consummation of the Offer has become final and non-appealable; or

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at any time prior to the public announcement of the recommendation of the Board regarding the Offer following the completion of the consultation with the works council (Comité social et économique) of Talend, in certain circumstances as further described in the section entitled “The Memorandum of Understanding — Termination” beginning on page 72;

provided that certain conditions are satisfied as described in the section entitled “The Memorandum of Understanding — Termination” beginning on page 72;

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by Parent, if:

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there is a breach of any representation, warranty, covenant or agreement made by Talend in the Memorandum of Understanding or any such representation and warranty becomes untrue as described in the section entitled “The Memorandum of Understanding — Termination” beginning on page 72; or

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a triggering event occurs (as further described in the section entitled “The Memorandum of Understanding — Termination” beginning on page 72) occurs; or

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by Talend:

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if there is a breach of any representation, warranty, covenant or agreement made by Parent in the Memorandum of Understanding or any such representation and warranty becomes untrue as described in the section entitled “The Memorandum of Understanding — Termination” beginning on page 72; or

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under certain circumstances, in order to enter into a definitive agreement providing for a superior proposal if Talend, prior to or concurrently with such termination, pays to Parent in immediately available funds $47.9 million.

See “The Memorandum of Understanding — Termination” beginning on page 72.

Specific Performance (Page 74)

Talend and Parent have agreed that in the event of any breach of the Memorandum of Understanding, irreparable harm would occur that monetary damages could not make whole and that accordingly, each party will be entitled, in addition to any other remedy to which it may be entitled at law or in equity, to compel specific performance to prevent or restrain breaches or threatened breaches of the Memorandum of Understanding in any action without the posting of bond or undertaking.

Interests of Certain Persons in the Offer and the Other Transactions Contemplated by the Memorandum of Understanding (Page 74)

When considering the recommendation of the Board that you vote to adopt each of the proposals presented at the Combined Meeting, you should be aware that certain members of Talend management and the Board may be deemed to have certain interests in the Offer and the other transactions contemplated by the Memorandum of Understanding that are different from or in addition to the interests of Talend shareholders generally. The Board was aware of these interests and considered that such interests may be different from or in addition to the interests of the Talend shareholders generally, among other matters, in determining to approve the Memorandum of Understanding, the Offer and the other transactions contemplated by the Memorandum of Understanding and in recommending the proposals presented at the Combined Meeting. These interests may include the following:

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continued exculpation, indemnification and advancement of expenses, and directors’ and officers’ liability insurance through six years following the Offer Acceptance Time, to be provided by Talend;

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if an executive officer’s employment experiences a qualifying termination within the change of control period as described in further detail in the section of this Schedule 14A captioned “— Executive Officer Severance and Change in Control Arrangements,” a lump sum payment in an amount equal to 100% (or 150% for Ms. Bemont) of the executive officer’s annual base salary, subject to the executive officer’s timely execution and non-revocation of a release of claims (the “release requirement”);

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if an executive officer experiences a qualifying termination within the change of control period, a lump sum payment equal to the pro-rata portion of the executive officer’s target annual bonus (based on the number of full months worked by the executive officer during the fiscal year in which the executive officer’s termination occurs), offset by any portion of the annual bonus attributable to such fiscal year that has become payable as of the date of the named executive officer’s termination;

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if an executive officer experiences a qualifying termination within the change of control period, reimbursement of COBRA premiums through the earliest of (i) the 12-month anniversary (or 18-month anniversary for Ms. Bemont) of the date of the termination of employment, (ii) the date on which the executive officer or his or her eligible dependents become covered under similar plans, or (iii) the date on which the executive officer or his or her eligible dependents, as applicable, cease to be eligible under COBRA; provided, however, that if we determine that we cannot make these COBRA reimbursements without potentially violating applicable law, such executive officer will receive a lump sum payment equal to the cost of his or her group health coverage in effect on the date of his or her termination of employment, multiplied by 12 (or 18, in the case of Ms. Bemont); and

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if an executive officer experiences a qualifying termination within the change of control period, acceleration of vesting of any then-unvested shares subject to then-outstanding equity awards and, for any outstanding equity awards with performance-based vesting requirements, the performance metrics will be deemed achieved at the greater of actual performance or 100% of target levels.

See “Information Related to the Offer and the Other Transactions Contemplated by the Memorandum of Understanding — Interests of Certain Persons in the Offer and the Other Transactions Contemplated by the Memorandum of Understanding” beginning on page 74.

Treatment of Certain Indebtedness (Page 78)

It is expected that the Offer will constitute a Fundamental Change (as defined in the Indenture) and a Make-Whole Fundamental Change (as defined in the Indenture) under the terms of the indenture governing the Convertible Notes (the “Indenture”). As a result of the Offer, holders of the Convertible Notes will have the right to convert their Convertible Notes at their option in connection with such Make-Whole Fundamental Change in accordance with the terms of the Indenture. As a result of the Offer, holders of the Convertible Notes will also have the right to require the Company to repurchase their Convertible Notes at a price equal to 100% of the principal amount of the Convertible Notes to be purchased, plus accrued and unpaid interest to, but excluding, the date of such repurchase in accordance with the terms of the Indenture.

Certain Material Tax Consequences (Page 78)

Certain U.S. Federal Income Tax Consequences (Page 78)

The receipt of cash in exchange for your Company Shares pursuant to the Offer (including during any subsequent offering period, as it may be extended by Parent or Purchaser) or the Liquidation, assuming the Liquidation actually occurs, generally will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local, foreign or other tax laws. We urge you to consult with your own tax advisor as to the particular tax consequences to you of receiving cash in exchange for your Company Shares in the Offer or, if you make the decision not to tender your Company Shares in the Offer, in connection with the anticipated Post-Merger Reorganization. See “Certain Material Tax Consequences — Certain U.S. Federal Income Tax Consequences” beginning on page 78.

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Certain French Tax Consequences (Page 81)

The receipt of cash in exchange for your Ordinary Shares pursuant to the Offer (including during any subsequent offering period, as it may be extended by Parent or Purchaser) or the Post-Merger Reorganization generally will be a taxable transaction for French tax purposes. In general, a French holder that sells Ordinary Shares pursuant to the Offer will recognize a gain or loss for French tax purposes that will be subject to a different tax regime depending on whether the French holder is an individual subject to personal income tax or a company subject to corporate income tax. In general, a non-French holder that sells Ordinary Shares pursuant to the Offer will not be subject to French income tax in respect of such sale of Ordinary Shares, subject to certain exceptions. We urge you to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Post-Merger Reorganization. See “Certain Material Tax Consequences — Certain French Tax Consequences” beginning on page 81.

Certain Dutch Tax Consequences (Page 82)

Liquidation proceeds derived from the Liquidation and Second Step Distribution in excess of Tahoe AcquireCo B.V.’s average capital recognized as paid-in for Dutch dividend withholding tax purposes are for Dutch dividend withholding tax purposes considered dividends distributed by Tahoe AcquireCo B.V. Tahoe AcquireCo B.V. is generally required to withhold Dutch dividend withholding tax at a rate of 15% from dividends distributed by it, subject to possible relief under Dutch domestic law, the Treaty on the Functioning of the European Union or an applicable Dutch income tax treaty depending on a particular holder of Tahoe AcquireCo B.V. Shares’ individual circumstances. A holder of shares issued by Tahoe AcquireCo B.V. (“Tahoe AcquireCo B.V. Shares”) is urged to consult its own tax advisor for a full understanding of the tax consequences of the Offer and the Post-Offer Reorganization to it, including the applicability and effect of Dutch tax laws. See “Certain Material Tax Consequences — Certain Dutch tax Consequences” beginning on page 82.

Appraisal Rights (Page 86)

Subject to certain exceptions, French law does not recognize the concept of appraisal or dissenters’ rights. Accordingly, in the event the Post-Offer Reorganization Proposals are adopted and the Demerger and the Merger are consummated, the Company’s shareholders are not entitled under French law or otherwise to appraisal rights.

Subject to certain exceptions, Dutch law does not recognize the concept of appraisal or dissenters’ rights. Accordingly, in the event the Post-Offer Reorganization Proposals are adopted and the Demerger and the Merger are consummated, Tahoe AcquireCo B.V. shareholders are not entitled under Dutch law or otherwise to appraisal rights.

In the event that the Compulsory Acquisition (as defined below) is permissible under Dutch law and initiated, the Enterprise Chamber of the Amsterdam Court of Appeals will determine in its sole discretion the price to be paid for the shares in the capital of Tahoe AcquireCo B.V. held by the minority Tahoe AcquireCo B.V. shareholders, which price may be greater than, equal to or less than the Offer Price. Such price may potentially be increased by statutory interest accrued at the rate applicable in The Netherlands (currently 2% per annum). The minority Tahoe AcquireCo B.V. shareholders do not have the right to commence a compulsory acquisition proceeding to oblige Purchaser or Parent to buy their shares in the capital of Tahoe AcquireCo B.V.

Regulatory Approvals (Page 86)

Talend and Parent have agreed to cooperate and coordinate with each other and use their respective reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from governmental entities, the expiration or termination of any applicable waiting periods, making all necessary registrations, declarations and filings, including under relevant antitrust laws (as described more particularly in the section entitled “Information Related to the Offer and the Other Transactions Contemplated by the Memorandum of Understanding — Regulatory Approvals” beginning on page 86).

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HSR Clearance. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (which we refer to as the HSR Act), and related rules, certain transactions, including the Offer, may not be completed until notifications have been given and information furnished to the Antitrust Division of the United States Department of Justice (which we refer to as the Antitrust Division), and the United States Federal Trade Commission (which we refer to as the FTC), and all statutory waiting period requirements have been satisfied. The Memorandum of Understanding requires the parties use reasonable best efforts to make all necessary filings under the HSR Act as promptly as practicable after the date of the Memorandum of Understanding. Completion of the Offer is subject to the expiration or termination of the applicable waiting period under the HSR Act.

On March 31, 2021, the applicable waiting period under the HSR Act expired, satisfying one of the conditions to the Offer.

French Approval. Under articles L. 151-3 and R. 151-1 et seq. of the French Code Monétaire et Financier, as interpreted and applied by relevant French authorities, the Offer shall not be completed until the express written authorization of the French Ministère chargé de l’Economie et des Finances has been requested, granted and obtained. The filing with the French Ministère chargé de l’Economie et des Finances was submitted on March 30, 2021.

Other Antitrust Law and Foreign Investment Law Clearances. Completion of the Offer is further subject to the clearances, consents, approvals, and waiting periods applicable to the consummation of the Offer under certain foreign antitrust laws (which we refer to as Competition Act laws) and foreign investment laws (which we refer to as FDI laws) having been obtained or expired or been earlier terminated, as applicable. Parent and Talend have submitted Competition Act filings in Austria and Germany, and FDI filings notably in Germany and Spain (as described more particularly in the section entitled “Information Related to the Offer and the Other Transactions Contemplated by the Memorandum of Understanding — Regulatory Approvals” beginning on page 86). On April 9, 2021, the German Bundeskartellamt provided clearance under the German Competition Act law. On April 22, 2021, the Austrian Federal Competition Authority provided clearance under the Austrian Competition Act law.

Market Price of Ordinary Shares (Page 95)

The closing price of our ADSs on Nasdaq on March 9, 2021, the last trading day prior to the public announcement of the execution of the Memorandum of Understanding, was $51.30 per ADS. If the Offer is completed, you will be entitled to receive the Offer Price, for each Company Share owned by you, which represents (i) a premium of approximately 29% to the closing price on March 9, 2021 and (ii) an 81% premium to the volume weighted average price over the twelve months prior to March 9, 2021.

On [•], 2021, the most recent practicable date before this proxy statement was mailed to our shareholders, the closing price for our ADSs on Nasdaq was $[•] per ADS. You are encouraged to obtain current market quotations for our ADSs in connection with voting your Ordinary Shares or ADSs.

The Combined Meeting (Page 26)

Time, Date, Place of the Combined Meeting (Page 26)

This proxy statement and the enclosed form of proxy is being furnished to holders of Ordinary Shares and ADSs in connection with the solicitation of proxies by our Board for use at the Combined Meeting, and any postponements, adjournments or continuations thereof (the “Combined Meeting”). The Combined Meeting will be held on [•], 2021 at [•] [a.m.] at 5-7 rue Salomon de Rothschild, 92150 Suresnes, France.2

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Record Dates and Quorum (Page 27)

If you are a holder of Ordinary Shares at 00:00 a.m., Paris time, on [•], 2021, you will be eligible to vote at the Combined Meeting. You may (i) vote in person at the Combined Meeting, (ii) vote by submitting your proxy card by mail, (iii) grant your voting proxy directly to the chairman of the Combined Meeting, or (iv) grant your voting proxy to another shareholder, your spouse or your partner with whom you have entered into a civil union. If you vote in advance of the Combined Meeting by submitting your proxy card, you will not be able to change your vote and you will not be able to vote in person at the meeting.

If you hold ADSs, you may instruct the Depositary, either directly or through your broker, bank, or other nominee, how to vote the Ordinary Shares underlying your ADSs. Please note that only holders of Ordinary Shares, and not ADS holders, are entitled to vote directly at the Combined Meeting. The Depositary has fixed a record date for the determination of holders of ADSs who shall be entitled to give such voting instructions. We have been informed by the Depositary that it has set the ADS record date for the Combined Meeting as [•], 2021 (the “ADS Record Date”). If you wish to have your votes cast at the meeting, you must obtain, complete and timely return a voting instruction form from the Depositary, if you are a registered holder of ADSs, or from your broker, bank, or other nominee in accordance with any instructions provided therefrom. ADS holders do not have the same rights as holders of our Ordinary Shares. French law governs the rights of holders of our Ordinary Shares. The deposit agreement among the Company, the Depositary and holders of ADSs, and all other persons directly and indirectly holding ADSs, sets out the rights of ADS holders as well as the rights and obligations of the Depositary.

The presence at the Combined Meeting, in person or represented by proxy, of one-third of all issued and outstanding Ordinary Shares entitled to vote at the Combined Meeting on the decisions within the authority of the ordinary shareholders’ meeting (i.e., the Governance Proposal and the Powers Proposal) and of one-third of all issued and outstanding Ordinary Shares entitled to vote at the Combined Meeting on the decisions within the authority of the extraordinary shareholders’ meeting (i.e., the Merger Proposal and the Demerger Proposal) will constitute a quorum at the Combined Meeting, in accordance with our By-laws and French law. Abstentions (as defined in the section entitled “The Combined General Meeting — Vote Required” beginning on page 28) are not counted as present for the purpose of determining whether a quorum is present.

Vote Required (Page 28)

Approval of each of the Demerger Proposal and the Merger Proposal requires the affirmative vote of two-thirds of the total number of votes cast. Approval of each of the Governance Proposal and the Powers Proposal requires the affirmative vote of a simple majority of the number of votes cast. The votes cast will not include those attached to shares for which the holder of ADSs or shareholder did not participate in the vote, abstained, or voted blank or void.

With respect to Ordinary Shares, an abstention occurs when a shareholder votes by mail with instructions to abstain from voting regarding a particular matter or without making a selection with respect to a particular matter. With respect to ADSs, an abstention occurs when a holder of ADSs sends proxy instructions to the Depositary to abstain from voting regarding a particular matter or without making a selection with respect to a particular matter. Abstentions will have no effect on the outcome of the vote on matters on which a holder as abstained.

As of the record date, the directors and executive officers of Talend beneficially owned, in the aggregate, [•] Ordinary Shares, representing approximately [•]% of the outstanding Ordinary Shares. The directors and executive officers have informed Talend that they currently intend to vote all such Ordinary Shares “FOR” the Demerger Proposal, “FOR” the Merger Proposal, “FOR” the Governance Proposal, and “FOR” the Powers Proposal.

Voting (Page 28)

proxy materials with the Securities and Exchange Commission. Please monitor our website at https://investor.talend.com for updated information and if you intend to attend the meeting in person, please check the website in advance of the meeting.

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If you hold Ordinary Shares: whether in registered or bearer form, you have the right to (i) vote in person at the Combined Meeting, (ii) vote by submitting your proxy card by mail, (iii) grant your voting proxy directly to the chairman of the Combined Meeting, or (iv) grant your voting proxy to another shareholder, your spouse or your partner with whom you have entered into a civil union, provided in each case that you are the holder of record of such Ordinary Shares at 00:00 Paris time, on [•]. You may vote in person at the Combined Meeting so long as you do not submit your proxy card by mail or appoint a proxy in advance of the meeting. If you would like to submit your proxy card by mail and you are a registered holder of our Ordinary Shares, then you should mark the proxy card provided to you, date and sign, and return it, in accordance with the instructions. In case your Ordinary Shares are in bearer form, your authorized intermediary must first request a proxy card from BNP Paribas Securities Services. Then, mark the proxy card, date and sign, and return it, all in accordance with the instructions. If you choose to vote by mail, however, your proxy card must be received by BNP Paribas Securities Services by [•] in order to be taken into account. So long as BNP Paribas Securities Services receives your proxy card by that date, your shares, subject to French law, will be voted in accordance with your instructions. If you cast your vote by appointing the chairman of the Combined Meeting as your proxy, the chairman of the Combined Meeting will vote your Ordinary Shares in accordance with the Board’s recommendations. If you appoint another shareholder, your spouse or your partner with whom you are in a civil union to act as your proxy, such proxy must be written and made known to the Company.

If you are a holder of ADSs: you may give voting instructions to the Depositary or your broker, bank or other nominee, as applicable, with respect to the Ordinary Shares underlying your ADSs. If you held ADSs as of [•], you have the right to instruct the Depositary — if you held your ADSs directly — or the right to instruct your broker, bank or other nominee — if you held your ADSs through such intermediary — how to vote. So long as the Depositary receives your voting instructions on or prior to [•], on [•], it will, to the extent practicable and subject to French law and the terms of the deposit agreement, vote the underlying Ordinary Shares as you instruct. If your ADSs are held through a broker, bank or other nominee, such intermediary will provide you with instructions on how you may give voting instructions with respect to the Ordinary Shares underlying your ADSs. Please check with your broker, bank or other nominee, as applicable, and carefully follow the voting procedures provided to you.

As an ADS holder, you will not be entitled to vote in person at the Combined Meeting. To the extent you provide the Depositary or your broker, bank or other nominee, as applicable, with voting instructions, the Depositary will vote the Ordinary Shares underlying your ADSs in accordance with your instructions.

You also may exercise the right to vote the Ordinary Shares underlying your ADSs by surrendering your ADSs and withdrawing the Ordinary Shares represented by your ADSs pursuant to the terms described in the deposit agreement. However, it is possible that you may not have sufficient time to withdraw your Ordinary Shares and vote them at the upcoming Combined Meeting as a holder of record of Ordinary Shares. Holders of ADSs may incur additional costs associated with the surrender and withdrawal process.

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QUESTIONS AND ANSWERS ABOUT THE COMBINED GENERAL MEETING AND THE TRANSACTIONS CONTEMPLATED BY THE MEMORANDUM OF UNDERSTANDING

The following questions and answers are intended to address briefly some commonly asked questions regarding the Offer, the Memorandum of Understanding and the ordinary and extraordinary general meeting (the “Combined Meeting”). These questions and answers may not address all questions that may be important to you as a shareholder of Talend. Please refer to the “Summary” beginning on page 1 and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, which you should read carefully and in their entirety. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information” beginning on page 107.

What does a Talend ADS represent?

Each American Depositary Share (“ADS”) represents one ordinary share, nominal value €0.08 of Talend S.A. (“Ordinary Shares”). Each Ordinary Share is entitled to one vote. As of [•], 2021, [•] Ordinary Shares were outstanding, of which [•] were represented by ADSs.

If I hold ADSs, how do my rights differ from those who hold Ordinary Shares?

ADS holders do not have the same rights as holders of our Ordinary Shares. French law governs the rights of holders of our Ordinary Shares. The deposit agreement among the Company, the Depositary and holders of ADSs, and all other persons directly and indirectly holding ADSs, sets out the rights of ADS holders as well as the rights and obligations of the Depositary. Each ADS represents one Ordinary Share (or a right to receive one Ordinary Share) deposited with the principal Paris office of BNP Paribas Securities Services as custodian for the Depositary under the deposit agreement or any successor custodian. Each ADS also represents any other securities, cash or other property which may be held by the Depositary in respect of the depositary facility. The Depositary is the holder of the Ordinary Shares underlying the ADSs. The Depositary’s corporate trust office at which the ADSs are administered is located at 500 Stanton Christiana Road — NCC5, FL2 — Newark, Delaware 19713. The Depositary’s principal executive office is located at 383 Madison Avenue, Floor 11, New York, New York, 10179.

What matters will be voted at the Combined Meeting?