Exhibit (a)(1)(C)
LETTER OF TRANSMITTAL
TO TENDER AMERICAN DEPOSITARY SHARES
OF
TALEND S.A.
AT U.S. $66.00 PER AMERICAN DEPOSITARY SHARE
PURSUANT TO THE OFFER TO PURCHASE DATED JUNE 11, 2021
BY
TAHOE BIDCO B.V.
AN INDIRECT SUBSIDIARY
OF
TAHOE ULTIMATE PARENT, L.P.
AN AFFILIATE OF THOMA BRAVO FUND XIV GLOBAL, L.P.
| THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 28, 2021, UNLESS THE OFFER IS EXTENDED. |
JPMorgan Chase Bank, N.A. (“ADS Depositary”) has been advised of an offer to purchase your ADSs (as defined below) for cash, dated June 11, 2021 (as it may be amended or supplemented from time to time, the “Offer to Purchase”). 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 indirect subsidiary of Tahoe Ultimate Parent, L.P., a limited partnership organized under the laws of the Cayman Islands, is offering to purchase all of the outstanding ordinary shares, nominal value €0.08 per share (each, an “Ordinary Share,” and collectively, the “Ordinary Shares”), including American Depositary Shares representing Ordinary Shares (each of which represents one Ordinary Share) (each, an “ADS,” and collectively, the “ADSs”), of Talend S.A., a société anonyme organized under the laws of France, for U.S. $66.00 per Ordinary Share and U.S. $66.00 per ADS, in each case, payable net to the seller in cash, without interest, less any withholding taxes that may be applicable, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the accompanying Ordinary Share Acceptance Form (together with any amendments or supplements thereto, the “Ordinary Share Acceptance Form”) and this American Depositary Share Letter of Transmittal (together with any amendments or supplements thereto, the “ADS Letter of Transmittal,” and together with the Offer to Purchase, the Ordinary Share Acceptance Form and other related materials, as each may be amended or supplemented from time to time, the “Offer”).
Return this completed and signed ADS Letter of Transmittal to the ADS Tender Agent at one of the addresses below.
Delivery by overnight courier is recommended.
| By Mail: | By Overnight Delivery: | |
| Equiniti Trust Company Shareowner Services Voluntary Corporate Actions P.O. Box 64858 St. Paul, Minnesota 55164-0858 United States of America |
Equiniti Trust Company Shareowner Services Voluntary Corporate Actions 1110 Centre Pointe Curve, Suite 101 Mendota Heights, Minnesota 55120 United States of America | |
| DESCRIPTION OF ADSs TO BE TENDERED | ||||||||
| Name(s) and address(es) of registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on ADRs) |
ADR Serial Number(s) |
ADSs to be tendered(1) | ||||||
| Total Number of ADSs Evidenced by ADRs |
Number of ADSs To Be Tendered | |||||||
| Total ADSs |
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(1) |
Unlessotherwise indicated, it will be assumed that all ADSs delivered to the ADS Tender Agent are being tendered. See Instruction 4. You must complete Box 4 in accordance with the instructions set out therein and, if appropriate, Boxes 2 and 3. | |||||||
| (1) | Holder Signatures | |||||||||||
| This form must be signed by the registered holder(s) exactly as their name(s) appear on the ADR certificate(s) or by person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith. See Instruction 1 on the reverse side of this page. | ||||||||||||
| X | ||||||||||||
| Signature of ADS holder | Date | Daytime Telephone # | ||||||||||
| X | ||||||||||||
| Signature of ADS holder | Date | Daytime Telephone # | ||||||||||
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PLACE AN ☒ IN ONE TENDER BOX ONLY See Instruction numbers 2 and 3 on the reverse side of this form. | ||||||||||||||||||||||||
| (2) | or | (3) | ||||||||||||||||||||||
| ☐ Tender All | ☐ Partial Tender | |||||||||||||||||||||||
| WHOLE ADSs | ||||||||||||||||||||||||
Please complete Box 4 and/or Box 5 below only if you would like to transfer ownership and/or request special mailing.
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(4) Special Transfer Instructions Please see Instruction number 4 below. |
(5) Special Mailing Instructions Please see Instruction number 5 below. | |||||||||||
| If you want your ADR certificates and/or check for cash to be issued in another name, fill in this section with the information for the new account/payee name. |
Signature Guarantee Medallion | Fill in ONLY if you want your ADR certificates and/or check for cash to be mailed to someone other than the registered holder or to the registered holder at an address other than that shown on the front of this ADS Letter of Transmittal. | ||||||||||
| (Title of Officer Signing this Guarantee) | ||||||||||||
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Name (Please Print First, Middle & Last Name) |
(Name of Guarantor—Please Print) |
Name (Please Print First, Middle & Last Name) | ||||||||||
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Address (Number and Street) |
(Address of Guarantor Firm) | Address (Number and Street) | ||||||||||
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(City, State & Zip Code) |
(City, State & Zip Code) | |||||||||||
| ☐ | CHECK HERE IF ADR CERTIFICATES HAVE BEEN MUTILATED, LOST, STOLEN OR DESTROYED. SEE INSTRUCTION 6. |
Authorization and Registration
The signer(s) will, upon request, execute and deliver any additional documents reasonably deemed by the ADS Tender Agent to be appropriate or necessary to complete the tender. The signer(s) hereby irrevocably appoint the ADS Tender Agent as lawful agent and attorney in-fact of the signer(s) to effect the tender (such power of attorney being deemed coupled with an interest). All authority conferred or agreed to be conferred in this form shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the signer(s) and shall not be affected by, and shall survive, the death and incapacity of the signer(s). The signer(s) understand that tender will not be deemed to have been made in acceptable form until receipt by the ADS Tender Agent of this ADS Letter of Transmittal, duly completed and manually signed, and all accompanying evidences of authority. The signer(s) agree that all questions as to validity, form and eligibility of any tender of ADSs hereunder will be determined by Purchaser and that such determination will be final and binding. The signer(s) acknowledge that until Purchaser accepts the tendered ADSs, the signer(s) will not receive any cash in exchange for the ADSs. The signer(s) further agree that no interest will accrue on the cash payment.
Instructions for Completing this ADS Letter of Transmittal and Tendering your ADSs
| 1. | Signature(s). Sign, date and include your daytime telephone number in this ADS Letter of Transmittal in Box 1. |
| 2. | Tender of All Shares. If you are tendering all your ADSs for cash, please check Box 2 only. |
| 3. | Partial Tender. If you are tendering some of your ADSs for cash, please check Box 3 and indicate the number of ADSs you wish to tender and receive in cash. |
| 4. | Special Transfer Instructions. If you want your ADR certificates and/or check for cash to be issued in another name, fill in Box 4. Signature(s) in Box 4 must be guaranteed by a Medallion Guarantee (as defined in the section “The Tender Offer—Procedures for Tendering into the Offer” of the Offer to Purchase). |
| 5. | Special Delivery Instructions. Complete Box 5 only if your ADR certificates and/or check for cash is to be delivered to a person other than the registered holder or to the registered holder at a different address. |
| 6. | Form W-9. Under U.S. Federal Income Tax law, a holder is required to provide the ADS Tender Agent with such holder’s correct Taxpayer Identification Number. If your Taxpayer Identification Number is not certified on our records, we have enclosed a Form W-9 for you to complete and return. Failure to provide the information on the form may subject you to backup withholding on any reportable payment. If you are not a U.S. person, you must complete and submit Form W-8BEN or other appropriate Form W-8 (which may be obtained from the website of the U.S. Internal Revenue Service on http://www.irs.com) to the ADS Tender Agent. |
| 7. | Mutilated, Lost, Stolen or Destroyed Certificates. If any ADR certificate has been mutilated, lost, stolen or destroyed, the ADS holder should promptly call the ADS Depositary. The ADS holder will then be instructed by the ADS Depositary as to the steps that must be taken to replace the ADR certificate. This ADS Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed. |
| 7. | Delivery of ADS Letter of Transmittal. This ADS Letter of Transmittal must be mailed or delivered by overnight courier to Equiniti Trust Company (the “ADS Tender Agent”). The method of delivery to the ADS Tender Agent at one of the addresses listed below is at the option and risk of the tendering holders of such ADSs. Delivery by overnight courier, properly insured, is recommended. Delivery will be deemed effective only when received by the ADS Tender Agent. For your convenience, a return envelope is enclosed. |
| By Mail: | By Overnight Delivery: | |
| Equiniti Trust Company Shareowner Services Voluntary Corporate Actions P.O. Box 64858 St. Paul, Minnesota 55164-0858 United States of America |
Equiniti Trust Company Shareowner Services Voluntary Corporate Actions 1110 Centre Pointe Curve, Suite 101 Mendota Heights, Minnesota 55120 United States of America | |
Sale, Delivery and Wire Transfer of Shareholder Funds
To: EQ Shareowner Services
Please execute the delivery of the entitled funds as follows:
| Bank Name |
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| Bank ABA Number (U.S.) or BIC/SWIFT Code (Foreign) |
Bank City & Country (Foreign) | |||||
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| Account Number (U.S.) or IBAN Number (Foreign) at Bank |
For Further Credit Account Number at Bank (If Applicable) | |||||
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| Account Name at Bank |
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| For Further Credit Account Name at Bank (If Applicable) |
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For international wires be sure to include the International Routing Code (IRC) and International Bank Account Number (IBAN) for countries that require it. For International wires to Mexican banks be sure to include the CLABE account number in the Beneficiary instructions to ensure correct payment. For International wires to India include the Indian Financial System Code (IFSC) and payment purpose. For wires going to Canada include the beneficiary’s physical address (not a PO Box) within the wire instructions. Sending International wires without the required information can cause the wire to be delayed, returned, or assessed additional fees.
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| Signature |
Print Name | |||
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| Signature |
Print Name |
This wire form is optional and a wire handling fee of $75.00 will be deducted from your proceeds. If you do not wish to receive your merger proceeds by wire, this form should not be completed and a check will be sent by first class mail to the address on your account.
If you execute the wire form and the information is incomplete, illegible or otherwise deficient, a check will be mailed for your proceeds. This form must be accompanied by a validly executed Letter of Transmittal.
All shareholders registered on the account must sign.
The signature(s) must correspond in every particular, without alteration, with the name(s) as printed on your certificate(s) or registered on the book entry account. If acting in a special capacity (Executor, Administrator, Custodian, etc.), the capacity must be indicated.
| Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service |
Request for Taxpayer Identification Number and Certification u Go to www.irs.gov/FormW9 for instructions and the latest information. |
Give Form to the requester. Do not send to the IRS. | ||
| Print or type See Specific Instructions on page 2.
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1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
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| 2 Business name/disregarded entity name, if different from above
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3 Check appropriate box for federal
tax classification of the person whose name is entered on line 1. Check only |
4 Exemptions (codes apply only to
Exempt payee code (if any)
Exemption from FATCA reporting
(Applies to accounts maintained
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| ☐ | lndividual/sole proprietor or single-member LLC |
☐ | C Corporation | ☐ | S Corporation | ☐ | Partnership | ☐ | Trust/estate | |||||||||||||||||||
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☐ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) u
Note. Check the appropriate box in the line above for the tax classification
of the single-member owner. Do not
☐ Other (see instructions) u
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5 Address (number, street, and apt. or suite no.) See instructions
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Requester’s name and address (optional)
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6 City, state, and ZIP code
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7 List account number(s) here (optional)
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| Part I | Taxpayer Identification Number (TIN) |
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Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later.
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter.
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| Social security number | ||||||||||||||||||
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| Employer identification number | ||||||||||||||||||
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| Part II | Certification |
Under penalties of perjury, I certify that:
| 1. | The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and |
| 2. | I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and |
| 3. | I am a U.S. citizen or other U.S. person (defined below); and |
| 4. | The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. |
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.
| Sign Here |
Signature of U.S. person u |
Date u |
| Cat. No. 10231X | Form W-9 (Rev. 10-2018) |
| Form W-9 (Rev. 10-2018) |
Page 2 |
| Form W-9 (Rev. 10-2018) |
Page 3 |
| Form W-9 (Rev. 10-2018) |
Page 4 |
| Form W-9 (Rev. 10-2018) |
Page 5 |
| Form W-9 (Rev. 10-2018) |
Page 6 |
Please Send Completed ADS Letter of Transmittal to the ADS Tender Agent:
| By Mail: | By Overnight Delivery: | |
| Equiniti Trust Company Shareowner Services Voluntary Corporate Actions P.O. Box 64858 St. Paul, Minnesota 55164-0858 United States of America |
Equiniti Trust Company Shareowner Services Voluntary Corporate Actions 1110 Centre Pointe Curve, Suite 101 Mendota Heights, Minnesota 55120 United States of America |
For Assistance Please Contact the Information Agent for the Offer:
1407 Broadway
New York, New York 10018
Holders may call toll-free:
(800) 322-2885 (from the U.S. and Canada)
From outside the U.S. and Canada:
(212) 929-5500
Email (for material requests only):
tenderoffer@mackenziepartners.com