Zendesk Reiterates Consortium Acquisition Provides Superior, Immediate and Certain Value to All Zendesk Stockholders
Responds to Latest Letter from Light Street by Reiterating Alternative Proposal is Not Credible and Lacks an Operational Plan, Leadership and Financing
Special Meeting of Zendesk Stockholders Remains Scheduled for September 19
Zendesk, Inc. (NYSE:ZEN) ("Zendesk") today issued the following statement reiterating its support for the proposed acquisition of Zendesk by a consortium led by Hellman & Friedman and Permira (the "Consortium") and expressing its views in response to a letter from Light Street Capital Management ("Light Street") to the Zendesk Board of Directors related to the Consortium transaction:
"The Zendesk Board continues to believe that the Consortium transaction provides superior value and certainty for all stockholders relative to the standalone alternative. The Consortium's acquisition is an agreed all-cash transaction for all Zendesk shares, delivering $77.50 per share to all Zendesk stockholders, a 34% premium to the unaffected stock price. The Consortium has arranged for debt and equity financing commitments to finance the transaction and the transaction is not subject to any financing conditions.
"In contrast, Light Street's eleventh-hour alternative proposal is not credible and its attempt to delay the stockholder vote is not in the best interests of our stockholders. The Zendesk Board conducted a thorough evaluation of the financial and strategic merits of Light Street's unsolicited, non-binding recapitalization proposal and determined it would not provide superior value to all stockholders.
"The facts remain unchanged. Light Street's recapitalization proposal, aside from Light Street's ‘confidence', does not include any specificity on how Light Street would approach the core value driver of their proposed recapitalization, which is the ability to drive an operational turnaround as a highly-leveraged public company, contains problematic governance terms and is not yet supported by any committed financing. Notably, leading independent proxy advisory firm Institutional Shareholder Services ("ISS") observed that Light Street has ‘admitted a lack of demonstrable experience with a campaign involving a recapitalization, identifying director and CEO candidates, and executing an organizational turnaround1.' Without a credible operational plan, Light Street's proposal is simply financial engineering, meaningfully increasing the risk of the standalone alternative by adding significant financial leverage and transferring control to an investor who is not paying for control and has no track record of exercising that control for the benefit of public stockholders.
"In view of the above, ISS expressed its support for the Consortium acquisition, highlighting: ‘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.'
"Light Street's claims of the Zendesk Board not engaging with them are unfounded and misleading. In its capacity as a stockholder, Light Street could have approached Zendesk to share its views at any time in the six months since an acquisition proposal was first disclosed, or in the two months since the Consortium transaction was announced. Instead, it waited until shortly before the stockholder meeting and chose a path that prevented the Zendesk Board from being able to directly engage. In sending its proposal to Zendesk, Light Street knew (or should have known) that its proposal structure triggered the provisions of the existing Consortium merger agreement, which are customary in public company merger agreements and are fully disclosed. To engage, the Board first must determine that the proposal is, or is likely to lead to, a Superior Proposal. For reasons articulated above and in Zendesk's prior statement and presentations, the Light Street proposal is not a Superior Proposal nor is it likely to lead to one."
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: [email protected]
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: [email protected], 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.
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