Builds on strategic investments Twilio has made
in messaging as the channel becomes increasingly preferred by
consumers
Expands toll-free messaging use case, providing
a secure, flexible and affordable option for businesses to engage
with customers
Strengthens high quality and high-throughput
traffic via direct connections with carriers
Twilio (NYSE:TWLO), the leading cloud communications platform,
today announced that it has entered into a definitive agreement to
acquire Zipwhip for approximately $850 million in an equal blend of
cash and stock. The transaction is expected to close by the end of
2021.
“Messaging is becoming a preferred way for consumers to engage
with brands, therefore it’s critical to provide multiple messaging
options,” said Simon Khalaf, SVP and general manager of the Twilio
Communications Platform. “By bringing together the world’s leading
cloud communications platform and a trusted partner in the
messaging ecosystem, we have the ability to deliver more secure,
high-quality toll-free traffic at scale. We are thrilled to welcome
Zipwhip to the Twilio team as we continue our journey to become the
world’s leading customer engagement platform trusted by developers
and companies globally.”
“Twilio and Zipwhip share a vision for the future of business
messaging and its growing role within customer engagement,” said
John Lauer, CEO and co-founder of Zipwhip. “Zipwhip’s goal is to
make sure every business we serve can text their customers using
their existing business phone numbers and, together, we have a
unique opportunity to elevate the customer experience, helping
brands better communicate via a trusted and growing channel that’s
been proven to drive long-term customer satisfaction.”
Twilio’s vision is to build the world’s leading customer
engagement platform trusted by developers and companies globally. A
key piece of this vision is providing multiple, secure
communication channels giving businesses options to communicate
with their customers on the channel they prefer. Twilio offers
cloud-scale APIs for SMS, WhatsApp, and chat and continues to
strengthen its messaging products, services and reach, including
through new offerings such as Frontline and recent acquisitions.
Twilio sends and receives over 105 billion messages per year and
has sent and received more than 592 million messages in a single
day.
Zipwhip’s business texting platform enables companies to reach
their customers quickly and easily through SMS. Organizations can
text enable their existing toll-free phone number in minutes and
seamlessly fit texting into their workflows using Zipwhip’s
customizable APIs, suite of integrations or software product. As a
trusted partner to carriers and a leading provider of toll-free
messaging in the US with a growing presence internationally,
Zipwhip provides onboarding, gateway, registry, and spam detection
and remediation for all of the major U.S. carriers. The toll-free
messaging channel has grown in prominence over recent years.
Zipwhip currently has 30,000 customers globally, including
resellers, and has seen more than 400% growth over the past three
years.
Details Regarding the Proposed Zipwhip Acquisition
Twilio will acquire Zipwhip for approximately $850 million in an
equal blend of cash and stock. Zipwhip will become part of Twilio’s
Messaging Business Unit upon close. The boards of directors of
Twilio and Zipwhip have each approved the transaction.
The transaction is expected to be modestly accretive to Twilio’s
gross margin and revenue. Twilio is reiterating its Q2 2021 revenue
guidance of $591 million to $601 million, which does not include
any impact from this transaction, new application-to-person fees,
nor revenue from the previously announced ValueFirst
acquisition.
The transaction is expected to close by the end of 2021, subject
to the satisfaction of customary closing conditions. Morgan Stanley
& Co. LLC served as exclusive financial advisor and Cooley LLP
served as legal counsel to Zipwhip. Fenwick & West LLP served
as legal counsel to Twilio.
Additional details and information about the terms and
conditions of the acquisition will be available in a current report
on Form 8-K to be filed by Twilio with the Securities and Exchange
Commission.
Safe Harbor for Forward-Looking Statements
This press release contains forward-looking statements. Such
forward-looking statements often contain words such as “assume,”
“will,” “anticipate,” “believe,” “predict,” “project,” “potential,”
“contemplate,” “plan,” “forecast,” “estimate,” “expect,” “intend,”
“is targeting,” “may,” “should,” “would,” “could,” “goal,” “seek,”
“hope,” “aim,” “continue” and other similar words or expressions or
the negative thereof or other variations thereon. All statements
other than statements of historical fact, including statements
regarding the anticipated benefits of the transaction, Twilio’s
ability to build the world’s leading customer engagement platform,
the expected accretive value to Twilio’s gross margin and revenue
as a result of the transaction, expected synergies resulting from
the transaction, and the expected timing to close the transaction,
are forward-looking statements. These statements are subject to
risks, uncertainties, and assumptions, many of which are beyond
Twilio’s and Zipwhip’s control. Should any of these risks or
uncertainties materialize, or should Twilio’s assumptions prove to
be incorrect, actual results could differ materially from these
statements. Important factors that could cause actual results to
differ materially include the possibility that the closing
conditions to the transaction with Zipwhip may not be satisfied or
waived in a timely manner or at all, including that a governmental
entity may prohibit, delay or refuse to grant a regulatory approval
or that regulatory approval is obtained subject to conditions that
are not anticipated; the failure to achieve expected synergies and
efficiencies of operations between Twilio and Zipwhip; the ability
of Twilio and Zipwhip to successfully integrate their respective
market opportunities, technology, products, personnel and
operations; the potential impact on the business of Zipwhip as a
result of the acquisition; the potential impact on Zipwhip’s
relationships with carriers, customers or vendors as a result of
the acquisition; the ability of Twilio and Zipwhip to retain and
motivate key employees of Zipwhip; and general economic conditions.
Additional factors that could cause actual results to differ
materially from these forward-looking statements are detailed from
time to time in the reports Twilio files with the Securities and
Exchange Commission (SEC), including in Twilio’s Annual Report on
Form 10-K for the year ended December 31, 2020, and its Quarterly
Reports on Form 10-Q. Copies of reports filed with the SEC are
posted on Twilio’s website and are available from Twilio without
charge. Except as required by law, Twilio assumes no obligation to
update these forward-looking statements publicly or to update the
reasons actual results could differ materially from those
anticipated in the forward-looking statements, even if new
information becomes available in the future. Please refer to the
Form 8-K to be filed by Twilio on May 17, 2021 for additional
information regarding the transaction.
About Zipwhip
Zipwhip is a leading business-texting platform in North America,
helping more than 30,000 organizations engage their customers and
drive growth through texting. Zipwhip has text-enabled more than 5
million landline and toll-free phone numbers so that businesses can
reach their customers immediately, on the channel they prefer.
Organizations can text-enable their business lines in minutes and
seamlessly fit texting into their existing workflows using
Zipwhip’s out-of-the-box software or customizable APIs. And with
the most direct carrier connections of any texting provider,
Zipwhip offers the fastest and most reliable message delivery in
the industry so you know your customers get the message every time.
Learn more about Zipwhip at: https://www.zipwhip.com.
About Twilio
Millions of developers around the world have used Twilio to
unlock the magic of communications to improve any human experience.
Twilio has democratized communications channels like voice, text,
chat, video, and email by virtualizing the world’s communications
infrastructure through APIs that are simple enough for any
developer to use, yet robust enough to power the world’s most
demanding applications. By making communications a part of every
software developer’s toolkit, Twilio is enabling innovators across
every industry — from emerging leaders to the world’s largest
organizations — to reinvent how companies engage with their
customers.
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Investor Contact: Andrew Zilli ir@Twilio.com or Media
Contact: Carolyn Bos press@Twilio.com
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