Zendesk Board of Directors Continues to
Recommend Stockholders Vote “FOR” the Proposed Transaction
The Consortium Acquisition Provides Immediate,
Certain and Superior Value to All Zendesk Stockholders
Special Meeting of Zendesk Stockholders to be
Held on September 19, 2022
Zendesk, Inc. (NYSE: ZEN) (“Zendesk” or the “Company”) today
commented on a report issued by Institutional Shareholder Services
(“ISS”), a leading independent proxy advisory firm. In its report,
ISS recommends that Zendesk stockholders vote FOR the proposed acquisition of the Company by the
consortium led by Hellman & Friedman and Permira (the
“Consortium”).
“We are pleased that ISS recognizes that the acquisition by the
Consortium is the best path forward for Zendesk and provides
stockholders with the best available outcome. ISS’s support further
validates our view that the immediate, attractive and certain value
of the proposed transaction is superior to the risk of the
standalone alternative. We urge Zendesk stockholders to follow
ISS’s independent recommendation and vote FOR the all-cash
acquisition of 100% of the outstanding common shares of Zendesk by
the Consortium.”
ISS notes in its report that1:
- “In light of the certainty of the value inherent in the
transaction and the significant downside risk of non-approval and
the standalone option, along with the insufficient detail and the
execution risk inherent in Light Street's alternative proposal,
support FOR the proposed
transaction is warranted.”
- “In the event the merger is terminated, ZEN's share price could
return to pre-announcement levels of approximately $57.00 per share
or less, well below the current $77.50 offer price.”
- “The option to remain as a standalone entity, without some
value-creating external event, appears to carry potential downside
risk without a reasoned basis for potential upside.”
- “The potential downside risk of non-approval […] make[s] the
company's standalone alternative less appealing when compared to
the certainty of value in the proposed transaction.”
The Company is continuing to advance toward completing the
transaction with the Consortium, subject to customary closing
conditions. A special meeting of Zendesk stockholders to vote on
the transaction will be held on September 19, 2022 (the “Special
Meeting”).
The Zendesk Board of Directors unanimously recommends that
stockholders vote “FOR” the Consortium
transaction.
Stockholders’ votes are very important, regardless of the number
of shares owned. To complete the Consortium transaction, the merger
agreement must be adopted by the affirmative vote of the holders of
at least a majority of the outstanding shares of Zendesk common
stock entitled to vote at the Special Meeting.
If stockholders have any questions or need assistance voting
their shares, please contact Zendesk’s proxy solicitor:
MACKENZIE PARTNERS, INC. 1407 Broadway,
27th Floor New York, NY 10018 Toll-Free: +1 (800) 322-2885 Email:
proxy@mackenziepartners.com
Advisors
Qatalyst Partners and Goldman Sachs & Co. LLC are serving as
financial advisors to Zendesk. Wachtell, Lipton, Rosen & Katz
is serving as Zendesk’s legal advisor.
About Zendesk
Zendesk started the customer experience revolution in 2007 by
enabling any business around the world to take their customer
service online. Today, Zendesk is the champion of great service
everywhere for everyone, and powers billions of conversations,
connecting more than 100,000 brands with hundreds of millions of
customers over telephony, chat, email, messaging, social channels,
communities, review sites and help centers. Zendesk products are
built with love to be loved. The company was conceived in
Copenhagen, Denmark, built and grown in California, taken public in
New York City, and today employs more than 6,000 people across the
world. Learn more at www.zendesk.com.
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 has filed with the U.S. Securities and
Exchange Commission (the “SEC”) a definitive proxy statement on
Schedule 14A (the “Proxy Statement”). The Proxy Statement was first
mailed to Zendesk’s stockholders on or about August 8, 2022. 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 Zendesk’s stockholders
for their consideration. Before making any voting decision,
Zendesk’s 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.
Zendesk’s 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 SEC’s 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 Zendesk’s 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 Zendesk’s directors and executive officers is available
in Zendesk’s proxy statement on Schedule 14A for the 2022 annual
meeting of stockholders, which was filed with the SEC on July 11,
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 the 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 Zendesk’s 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 Zendesk’s 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
Zendesk’s 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 Zendesk’s
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.
1 Permission to use quotations neither sought nor obtained from
ISS.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220906006012/en/
Investor: Jason Tsai, +1 415-997-8882 ir@zendesk.com
Media: Courtney Blake, +1 816-520-5503
press@zendesk.com
John Christiansen +1 415-618-8750 Danielle Berg +1 212-687-8080
FGS Global Zendesk-SVC@sardverb.com
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