On June 24, 2022, Zendesk, Inc., a Delaware corporation (the Company), Hellman & Friedman LLC and Permira Advisers LLC issued a joint
press release announcing the execution of an Agreement and Plan of Merger, dated as of June 24, 2022 (the Merger Agreement), by and among the Company, Zoro BidCo, Inc. (Parent) and Zoro Merger Sub, Inc. (Merger
Sub), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent. A copy of the joint press release is
furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
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Description of Exhibit |
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99.1 |
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Joint Press Release, dated as of June 24, 2022. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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Additional Information and Where to Find It
This communication relates to the proposed transaction involving Zendesk, Inc. (Zendesk). In connection with the proposed transaction, Zendesk will
file relevant materials with the U.S. Securities and Exchange Commission (the SEC), including Zendesks proxy statement on Schedule 14A (the Proxy Statement). This communication is not a substitute for the Proxy
Statement or for any other document that Zendesk may file with the SEC and send to its stockholders in connection with the proposed transaction. The proposed transaction will be submitted to Zendesks stockholders for their consideration.
Before making any voting decision, Zendesks stockholders are urged to read all relevant documents filed or to be filed with the SEC, including the Proxy Statement, as well as any amendments or supplements to those documents, when they become
available because they will contain important information about the proposed transaction.
Zendesks stockholders will be able to obtain a free copy
of the Proxy Statement, as well as other filings containing information about Zendesk, without charge, at the SECs website (www.sec.gov). Copies of the Proxy Statement and the filings with the SEC that will be incorporated by reference therein
can also be obtained, without charge, by directing a request to Zendesk, Inc., 989 Market Street, San Francisco, CA 94103, Attention: Investor Relations, email: ir@zendesk.com, or from Zendesks website www.zendesk.com.
Participants in the Solicitation
Zendesk and certain of
its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Zendesks directors and executive officers is available in
Zendesks Annual Report on Form 10-K/A, which was filed with the SEC on May 2, 2022. Other information regarding the participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC in connection with the proposed transaction when they become available. Free copies of the Proxy
Statement and such other materials may be obtained as described in the preceding paragraph.
Forward-Looking Statements
This communication includes information that could constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. These statements include those set forth above relating to the proposed transaction as well as those that may be identified by words such as will, intend, expect,
anticipate, should, could and similar expressions. These statements are subject to risks and uncertainties, and actual results and events could differ materially from what presently is expected, including
regarding the proposed transaction. Factors leading thereto may include, without limitation, the risks related to Ukraine conflict or the COVID-19 pandemic on the global economy and financial markets; the
uncertainties relating to the impact of the Ukraine conflict or the COVID-19 pandemic on Zendesks business; economic or other conditions in the markets Zendesk is engaged in; impacts of actions and
behaviors of customers, suppliers and competitors; technological developments, as well as legal and regulatory rules and processes affecting Zendesks business; the timing, receipt and terms and conditions of any required governmental and
regulatory approvals of the proposed transaction that could reduce anticipated benefits or cause the parties to abandon the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of
the merger agreement entered into pursuant to the proposed transaction; the possibility that Zendesk stockholders may not approve the proposed transaction; the risk that the parties to the merger agreement may not be able to satisfy the conditions
to the proposed transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could
have adverse effects on the market price of Zendesks common stock; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; the risk that the
proposed transaction and its announcement could have an adverse effect on the ability of Zendesk to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, stockholders and other business
relationships and on its operating results and business generally; the risk the pending proposed transaction could distract management of Zendesk; and other specific risk factors that are outlined in Zendesks disclosure filings and materials,
which you can find on www.zendesk.com, such as its 10-K, 10-Q and 8-K reports that have been filed with the SEC. Please consult
these documents for a more complete understanding of these risks and uncertainties. This list of factors is not intended to be exhaustive. Such forward-looking statements only speak as of the date of these materials, and Zendesk assumes no
obligation to update any written or oral forward-looking statement made by Zendesk or on its behalf as a result of new information, future events or other factors, except as required by law.