Momentive Global (NASDAQ: MNTV), an agile experience management
company (formerly SurveyMonkey), today announced that it has filed
a definitive proxy statement with the U.S. Securities and Exchange
Commission in connection with the Special Meeting of Stockholders
(the “Special Meeting”) that has been called to approve proposals
relating to the Company’s previously announced transaction with
Zendesk, Inc. (NYSE: ZEN).
The Special Meeting will be held virtually via live webcast on
February 25, 2022, beginning at 10:00 a.m. Pacific Time.
Stockholders can virtually attend and vote at the Special Meeting
by visiting www.cesonlineservices.com/mntv22_vm. To attend the
Special Meeting, stockholders must pre-register at
www.cesonlineservices.com/mntv22_vm by 10:00 a.m. Pacific Time on
February 24, 2022.
The Momentive Board of Directors unanimously recommends
that Momentive stockholders vote “FOR” all proposals relating to
the proposed transaction with Zendesk.
Momentive also today announced that it will report fourth
quarter and fiscal year 2021 financial results for the period ended
December 31, 2021, after the market closes on Thursday, February
10, 2022. Due to the pending transaction with Zendesk, Momentive
will not be holding a conference call to discuss these results.
In connection with the filing of the definitive proxy statement,
Momentive will mail the following letter to stockholders:
Dear Fellow Momentive Stockholder:
In the upcoming weeks, you will be asked to make an important
decision regarding the future of Momentive. On February 25th,
Momentive is scheduled to hold a Special Meeting of Stockholders,
where you will have the opportunity to approve our proposed
combination with Zendesk. The Momentive Board of Directors
undertook a comprehensive strategic review process before
unanimously committing to the Zendesk transaction. Simply put, we
believe the combination will maximize value for our
stockholders.
The Momentive Board is unanimous in its support of the
transaction with Zendesk and its recommendation that stockholders
vote “FOR” the combination for the following reasons:
The Transaction Maximizes Value for
Momentive Stockholders
Combining with Zendesk delivers compelling financial
benefits to Momentive and its stockholders. The
transaction has an exchange ratio of 0.225, which represents an
over 30% premium to the unaffected one-month, six-month and
one-year historical exchange ratios of Momentive and Zendesk
preceding October 6, 2021. The implied consideration value in the
transaction, based on the transaction exchange ratio and Zendesk’s
share price on January 3, 2022, represents an approximate 19%
premium to Momentive’s unaffected 30-day volume weighted average
price (VWAP).
The combination of Momentive and Zendesk provides
Momentive stockholders, who will own approximately 22% of the
combined company, with significantly higher value potential than
Momentive as an independent company. As supported by
discounted cash flow (“DCF”) analyses undertaken by Momentive’s
independent financial advisors, including the value of synergies,
the implied value of the consideration is estimated to be in the
mid-$30s per share. This value represents a material premium to
Momentive’s standalone DCF valuation.
With Zendesk, Momentive stockholders will have the
opportunity to participate in the upside potential and synergies of
a larger, faster growing company. Zendesk and Momentive
expect to drive value creation across three primary categories of
revenue synergies: (1) selling Momentive products through the
global Zendesk sales channel, which is six times larger than
Momentive's existing North American-centric sales force; (2)
expanding the suite of capabilities available to customers by
integrating products across our joint platforms; and (3) selling
Zendesk products into Momentive’s customer base. Importantly,
Zendesk has a proven track record of delivering sustainable growth,
driving strong adoption in Enterprise businesses and diversifying
its go-to-market model. This experience, in addition to Zendesk’s
sizeable installed base and team, will accelerate Momentive’s
sales-assisted Enterprise transformation and extend our
capabilities further into untapped global markets, accelerating
Momentive’s overall growth.
Through these opportunities, the combined company expects to
realize revenue synergies of approximately $55 million in 2023,
$150 million in 2024 and $275 million in 2025.1 With expected
revenue scale of $4.6 billion by 2025, the combined company will be
one of the largest public SaaS companies by total revenue with an
exceptional growth profile among other scaled operators. The
transaction also accelerates both companies’ growth rates at
greater scale and is expected to generate a 27% combined compounded
annual growth rate (CAGR) from 2021 to 2025.2
Combining with Zendesk Delivers
Stockholder Value by Creating What Businesses
Really Need— a New Customer Intelligence Company
At its core, this is a customer-driven combination. The
transaction with Zendesk is designed to deliver stockholder value
by creating a differentiated solution that gives businesses what
they really need—deeper customer intelligence. For years, companies
have been asking Momentive to integrate with the Zendesk platform
to gain access to more data and context within a system of action.
With this combination, Momentive is helping customers drive
meaningful action by addressing both categories of feedback to help
customers close their customer experience gaps more quickly and
comprehensively. We believe that customers will see significant
value in combining our two companies’ platforms, which will unlock
powerful use cases for our customers across their
organizations.
With a stronger, differentiated joint product platform,
Zendesk and Momentive will be uniquely positioned to serve a larger
global market and create enhanced value for both companies’
stockholders. Zendesk and Momentive have highly
complementary customer bases and geographical reach. Together,
there will be significant opportunities for joint product adoption
and increased enterprise traction as part of an organization with
greater scale, global enterprise sales and marketing investments,
and a growing partner ecosystem. By joining forces with Zendesk,
Momentive will be positioned to expand its existing base of
customers to reach Zendesk’s larger, broader audience.
Through this combination, Zendesk will help Momentive capitalize on
significant untapped global opportunity and garner more share of a
total addressable market of approximately $165 billion by
2025.3
The Momentive Board Undertook a Robust
and Comprehensive Strategic Review, Resulting
in a Transaction that Delivers Significant Stockholder
Value
The Momentive Board ran a comprehensive and robust strategic
review process over many months. This process followed unsolicited
acquisition interest in March 2021. The Momentive Board approached
this process with no options off the table and was clear eyed about
its obligation to maximize stockholder value.
With oversight from the Momentive Board (including a
strategic committee of independent, disinterested directors), and
supported by independent financial and legal advisors, Momentive
engaged in discussions with 18 parties, consisting of nine
potential strategic acquirers and nine financial sponsors.
Each potential acquirer had ample time to consider and submit a
proposal to acquire Momentive. The Momentive Board determined that
the transaction with Zendesk was the most valuable path for
Momentive stockholders given the ability to share in the upside of
the combined company.
The decision to combine with Zendesk was the product of a
thorough review of strategic alternatives, which the Board
undertook for the benefit of Momentive’s stockholders. The
Momentive Board is unanimous in its support of the transaction, and
strongly believes in the compelling strategic and financial
benefits that this transaction provides to Momentive’s
stockholders.
Support Momentive’s Value Enhancing
Transaction with Zendesk Today
The Momentive Board is confident that the transaction with
Zendesk is the best path forward. Together, the combined company
will have an enhanced profile of diversified and compelling
products and the ability to accelerate growth in the near- and
long-term, while creating a stronger financial profile. The two
companies have highly complementary products that deliver exactly
what customers need to drive value for their businesses. And the
transaction is the result of a thoughtful, deliberate and highly
competitive process to evaluate all opportunities to deliver value
to Momentive stockholders.
Your vote is extremely important, no matter how many shares you
own. Please take a moment to vote “FOR” the
proposals set forth on the enclosed WHITE proxy
card today – by internet, telephone toll-free or by signing,
dating, and returning the enclosed proxy card in the postage-paid
envelope provided.
If you have any questions or need assistance voting your shares,
please contact Innisfree M&A Incorporated, our proxy solicitor,
by calling toll-free at (877) 825-6772 (from the U.S. and Canada)
or (212) 750-5833 (from other locations).
Thank you for your continued support of Momentive.
Sincerely,
The Momentive Board of Directors
About MomentiveMomentive (NASDAQ: MNTV -
formerly SurveyMonkey) is a leader in agile experience management,
delivering powerful, purpose-built solutions that bring together
the best parts of humanity and technology to redefine AI. Momentive
products, including GetFeedback, SurveyMonkey, and Momentive brand
and market insights solutions, empower decision-makers at 345,000
organizations worldwide to shape exceptional experiences. More than
20 million active users rely on Momentive to fuel market insights,
brand insights, employee experience, customer experience, and
product experience. Ultimately, the company’s vision is to raise
the bar for human experiences by amplifying individual voices.
Learn more at momentive.ai.
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 5,000 people across the
world. Learn more at www.zendesk.com.
Forward-Looking Statements
This communication may contain forward-looking statements. The
achievement of the matters covered by such forward-looking
statements involves risks, uncertainties and assumptions. If any of
these risks or uncertainties materialize or if any of the
assumptions prove incorrect, actual results and outcomes could
differ materially from the results and outcomes expressed or
implied by the forward-looking statements Momentive makes.
Important factors that may cause actual results and outcomes to
differ materially from those contained in such forward-looking
statements include, without limitation: the possibility that the
conditions to the closing of the acquisition of Momentive by
Zendesk (the “Transaction”) are not satisfied on a timely basis or
at all, including the risk that required approvals from Momentive’s
and Zendesk’s respective stockholders for the Transaction are not
obtained; potential litigation relating to the Transaction and the
resulting expense or delay; uncertainties as to the timing of the
consummation of the Transaction; the occurrence of any event,
change or other circumstances that could give rise to the right of
one or both of Momentive or Zendesk to terminate the Transaction;
difficulties and delays in integrating Momentive’s and Zendesk’s
businesses following the Transaction; prevailing economic, market
or business conditions or competition, or changes in such
conditions, negatively affecting Momentive’s and Zendesk’s
businesses and the business of the combined company following the
Transaction; the effect of uncertainties related to the COVID-19
pandemic on U.S. and global markets, Zendesk’s or Momentive’s
respective business, operations, revenue, cash flow, operating
expenses, hiring, demand for their respective solutions, sales
cycles, customer retention, and their respective customers’
businesses and industries; risks that the Transaction disrupts
Momentive’s or Zendesk’s current plans and operations; the failure
to realize anticipated synergies and other anticipated benefits of
the Transaction when expected or at all; potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the Transaction; the effect of the
announcement of the Transaction on the ability of Momentive or
Zendesk to retain and hire key personnel; the diversion of the
attention of the respective management teams of Momentive and
Zendesk from their respective ongoing business operations; and
risks relating to the market value of Zendesk’s common stock to be
issued in the Transaction.
Other important factors that may cause actual results and
outcomes to differ materially from those contained in the
forward-looking statements included in this communication are
described in Zendesk’s and Momentive’s publicly filed documents,
including Momentive’s Quarterly Report on Form 10-Q for the period
ended September 30, 2021, and Zendesk’s Quarterly Report on Form
10-Q for the period ended September 30, 2021.
Zendesk and Momentive caution that the foregoing list of
important factors is not complete and do not undertake to update
any forward-looking statements that either party may make, except
as required by applicable law.
Additional Information and Where to Find It
In connection with the Transaction, Zendesk filed with the
Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 (the “registration statement”) that includes
a joint proxy statement of Zendesk and Momentive and that also
constitutes a prospectus of Zendesk with respect to shares of
Zendesk’s common stock to be issued in the Transaction (the “joint
proxy statement/prospectus”). The registration statement was
declared effective on January 7, 2022 and the definitive joint
proxy statement/prospectus is first being mailed to Zendesk
stockholders and Momentive stockholders on or about January 10,
2022. Each of Zendesk and Momentive may also file other relevant
documents regarding the Transaction with the SEC. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF
ZENDESK AND MOMENTIVE ARE URGED TO READ THE REGISTRATION STATEMENT
AND THE JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE
TRANSACTION, WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR
WILL CONTAIN IMPORTANT INFORMATION ABOUT MOMENTIVE, ZENDESK AND THE
TRANSACTION.
Investors and security holders may obtain free copies of the
joint proxy statement/prospectus and other documents that are filed
or will be filed with the SEC by Zendesk or Momentive through the
SEC’s website (www.sec.gov). Copies of the documents filed with the
SEC by Zendesk will be available free of charge by accessing
Zendesk’s investor relations website at investor.zendesk.com or
upon written request to Zendesk at 989 Market Street, San
Francisco, California 94103. Copies of the documents filed with the
SEC by Momentive will be available free of charge by accessing
Momentive’s investor relations website at investor.momentive.ai or
upon written request to Momentive at One Curiosity Way, San Mateo,
California 94403.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote of approval, nor
shall there be any sale of securities, in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Contacts
Katie MiseranyMomentive
Communicationspr@momentive.ai
Gary J. Fuges, CFAMomentive Investor
Relationsinvestors@momentive.ai
________________1 “Zendesk Investor Day Presentation.” November
18, 2021, Slide 97.2 “Zendesk Investor Day Presentation.” November
18, 2021, Slide 98.3 “Zendesk Investor Day Presentation.” November
18, 2021, Slide 96.
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