Momentive Global (NASDAQ: MNTV), an agile experience management
company (formerly SurveyMonkey), today mailed a letter to
stockholders 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 Momentive Board of Directors unanimously recommends
that Momentive stockholders vote on the WHITE proxy card “FOR” all
proposals relating to the proposed transaction with Zendesk ahead
of the Special Meeting, which has been scheduled for February 25,
2022.
The full text of the letter that was mailed to stockholders is
as follows:
Dear Fellow Momentive Stockholder:
You will be asked to make an important decision regarding the
future of our company at Momentive’s Special Meeting of
Stockholders (the “Special Meeting”), which is scheduled to be held
on February 25th.
As a stockholder of Momentive, you will have the opportunity to
approve the Company’s proposed combination with Zendesk, which is
designed to deliver enhanced value for our stockholders and
customers by creating a differentiated platform that gives
businesses what they need – deeper customer intelligence. With a
broader set of solutions and a demonstrably larger customer base to
cross sell against, Zendesk and Momentive will be uniquely
positioned to serve a global market and generate significant
growth. Put simply, this transaction will enable Momentive
stockholders to participate in the upside potential of a larger
scale, faster growing company with a strong profitability
profile.
The Momentive Board of Directors unanimously recommends
that Momentive stockholders vote on the WHITE proxy card “FOR” all
proposals relating to the proposed transaction with Zendesk
today.
Momentive Has Transformed into a
Proven Enterprise-Grade Experience Management
Platform
Momentive has grown significantly from its early SurveyMonkey
roots. Originally founded as a cloud-based survey tool, the Company
has evolved over the last five years into an experience management
software company. With a portfolio of compelling, enterprise-grade
solutions that include customer experience, market research and
enterprise feedback management, Momentive has more than 19
million active users and empowers more than 345,000 organizations
around the world to shape what’s
next.1
The past five years have been especially transformative
for the Company as it has executed a strategy to move upmarket,
scale its sales-assisted business and better serve a greater number
of enterprise customers through a broader suite of
solutions. By deepening its analytics, launching
purpose-built software solutions and investing in expanded
go-to-market (GTM) channels, the Company has transformed at scale
and established itself as a powerful enterprise platform. Building
on the transformation, the Company repositioned itself as Momentive
in 2021 to better reflect the breadth and depth of strategy and
products.
Momentive’s up-market transformation has made
significant progress, and the Company’s initiatives are already
yielding compelling financial results. Today, the Company
has a total of approximately 10,500 sales-assisted customers and
345,000 organizational customers, including 95% of the Fortune
500.2 In Q3 2021, Momentive’s sales-assisted channel reported $150
million in run rate revenue, up 37% year over year and five times
greater than the $30 million run rate revenue achieved three years
ago.3 The Company believes its sales-assisted channel revenue
growth will continue to outpace total company revenue growth,
driven by strong products and a maturing existing customer
expansion motion. This will serve as a natural tailwind to the
Company’s total growth rate as this higher growth sales-assisted
channel becomes a larger portion of overall revenue mix.
Combining with Zendesk is the Next
Natural Step in Momentive’s Evolution, and Will
Accelerate the Growth and Value Creation Underway
This transaction furthers Momentive’s ongoing journey
upmarket and represents a next natural step for the Company – it
accelerates growth, provides a stronger set of solutions to more
customers and delivers a higher value potential to Momentive
stockholders than could be achieved as an independent
company.
The combination with Zendesk creates a valuable customer
intelligence platform that customers are increasingly asking for in
the market. In Q3 2021 alone, over 300 Momentive customers
requested deeper integration with the Zendesk platform.4 By
creating a competitively differentiated solution that gives
customers of both companies access to more data and context within
a system of action, Momentive and Zendesk will be able to
capitalize on cross selling opportunities that will help drive
estimated revenue synergies of
approximately $275 million in 2025.5 Combining with
Zendesk, which has a proven track record of enterprise adoption
across multiple continents, will also accelerate Momentive’s
sales-assisted transformation and create a scaled platform of more
than $2 billion in revenue in 20226 that is expected to achieve a
projected 27% combined compounded annual growth rate (CAGR)
from 2021 to 2025.7
With a stronger joint platform and access to Zendesk’s base of
over 110,000 customers, Momentive will expand its capabilities into
untapped global markets, driving greater growth at scale.8 Today,
approximately 36% of Momentive’s sales come from outside the U.S.9
By combining with Zendesk, which currently generates 50% of its
revenue internationally and has half of its sales team outside the
U.S., Momentive will have greater reach and significantly expand
its geographic presence and overall revenue opportunities.10 With
Zendesk, Momentive will be able to tap into a global total
addressable market of approximately $165 billion by
2025.11
The transaction with Zendesk will enable Momentive to
accelerate the strong momentum underway and create a large scale
public SaaS company with projected total revenue of $4.6 billion by
2025 and an exceptional growth
profile.12
Vote to Support Momentive’s Value
Enhancing Transaction with Zendesk Today
The Momentive Board of Directors is confident that combining
with Zendesk will maximize value for the Company and its
stockholders. The Momentive Board undertook a comprehensive
strategic review process before unanimously determining that the
Zendesk transaction is the best path forward for the Company with
compelling financial benefits 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) 825-8772 (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 Momentive
Momentive (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,
including about the completion of the proposed acquisition of
Momentive by Zendesk (the “Transaction”), the financial outlook,
growth, products and strategy of Momentive and the combined company
following the Transaction and the potential synergies and other
benefits of the Transaction. 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 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 occurrence or 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; adverse effects of failing to
consummate or terminating the Transaction on Momentive’s and
Zendesk’s businesses; 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.
_________________
1 “Zendesk Investor Day Presentation.” November 18, 2021, Slide
42.2 “Zendesk Investor Day Presentation.” November 18, 2021, Slide
32.3 “Zendesk Investor Day Presentation.” November 18, 2021, Slide
33.4 “Zendesk Investor Day Presentation.” November 18, 2021, Slide
43.5 “Zendesk Investor Day Presentation.” November 18, 2021, Slide
96.6 “Zendesk Form DEFM14A.” January 7, 2022, Page 127.7 “Zendesk
Investor Day Presentation.” November 18, 2021, Slide 97.8 “Zendesk
Investor Day Presentation.” November 18, 2021, Slide 106.9
Momentive LTM revenue as of Q3 2021. 10 “Zendesk Investor Day
Presentation.” November 18, 2021, Slide 80.11 “Zendesk Investor Day
Presentation.” November 18, 2021, Slide 95.12 “Zendesk Investor Day
Presentation.” November 18, 2021, Slide 97.
Contacts
Katie Miserany
Momentive Communications
pr@momentive.ai
Gary J. Fuges, CFA
Momentive Investor Relations
investors@momentive.ai
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