Reinforces its Commitment to Executing its
Strategic Plan as an Independent Company
Schedules Annual Meeting for August 17,
2022
Zendesk, Inc. (NYSE: ZEN) today announced that its Board of
Directors has conducted and completed a comprehensive review of
strategic alternatives aimed at enhancing stockholder value. After
a thorough process conducted with the assistance of its financial
advisors at Qatalyst Partners and Goldman Sachs & Co and its
legal advisors at Wachtell, Lipton, Rosen & Katz, which
included soliciting interest from a wide range of potential
strategic partners and financial sponsors regarding a potential
sale of the Company, the Board has unanimously determined that
continuing to execute on the Company’s strategic plan as an
independent, public company is in the best interest of the Company
and its stockholders at this time.
The Strategic Review Process
As part of the strategic review process, the Board directed the
Company’s financial advisors to identify potential strategic
partners and financial sponsors that might be interested in an
acquisition of or strategic combination with the Company. At the
direction of the Board, Zendesk’s financial advisors conducted a
comprehensive outreach to 26 potential counterparties, including 16
potential strategic partners and 10 financial sponsors, including a
group of investors who had previously expressed conditional
interest in acquiring the Company. Over the course of several
months, the Company engaged in management meetings and an extensive
due diligence process with four potential strategic partners and
six financial sponsors. Ultimately, only a subset of the financial
sponsors, and none of the potential strategic counterparties, chose
to continue in the process. Despite the Company extending the
process several times to provide interested financial sponsors
additional time and access to attempt to secure sufficient
financing, no actionable proposals were submitted, with the final
bidders citing adverse market conditions and financing difficulties
at the end of the process.
The Path Forward
Zendesk has a history of delivering value for stockholders,
including a compounded 40% revenue CAGR since its IPO, driven by
attractive revenue growth at significant scale with improving
operating leverage, profitability and cash flow. As Zendesk moves
forward with its standalone strategy, it remains fully committed to
executing on its strategic plan and delivering on its long-term
growth and profitability goals.
Zendesk’s mission is to simplify the complexity of business and
make it easy for companies and customers to create connections. In
pursuit of that mission, it will continue to pursue a compelling
strategy that includes:
- leveraging the world’s most recognized brand in customer
service to further accelerate Zendesk’s growth in the enterprise,
the success of which is demonstrated by its substantial growth in
customers with over $250,000 in ARR, which represented 39% of total
ARR as of the first quarter of 2022;
- reinforcing its leadership in the transformative market of
Conversational CRM, enabling businesses to meet and exceed the
ever-increasing demands of its customers for instant, contextual
and convenient service on their terms; and
- unlocking the power of billions of customer interactions to
create additional value for businesses by empowering them with
rich, multi-dimensional customer intelligence capabilities and
insights.
“The Board and management team are committed to driving
stockholder value, and we are grateful to our employees, customers,
partners and investors for standing with us during this period,”
said Mikkel Svane, Founder, Chairman and CEO, Zendesk. “In response
to investor input and our own self-assessments following the
termination of our proposed acquisition of Momentive, our Board
decided it was in the best interest of our stockholders to assess
all opportunities to enhance stockholder value. The process did not
yield any actionable options for Zendesk, and our Board unanimously
determined that the right path to sustainably grow stockholder
value lies in advancing Zendesk as an independent business. In
addition, the Board and management believed that it was imperative
for Zendesk to make this announcement to be transparent with our
employees, customers, partners and investors regarding the
execution and outcome of the strategic review, given the
significant market speculation over the past several months. Our
business is built on a strong foundation of delivering products
that make it easier for businesses and customers to create better
relationships. We remain as committed as ever to this and to
serving all of our stakeholders.”
2022 Annual Meeting Date Announced
Zendesk’s Board deferred setting the date for its 2022 Annual
Meeting of Stockholders to allow sufficient time for the conclusion
of the comprehensive strategic review. With the review completed,
Zendesk’s 2022 Annual Meeting of Stockholders will now take place
on August 17, 2022. More information, including detailed
information on the Board’s nominees for election to the Company’s
Board of Directors, will be provided in Zendesk’s preliminary proxy
statement, which the Company expects to file in the near
future.
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.
Forward-Looking Statements
This press release contains forward-looking statements made
pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995, including, among other things,
statements regarding Zendesk’s future financial performance, its
continued investment to grow its business, and progress toward its
long-term financial objectives. Words such as “may,” “should,”
“will,” “believe,” “expect,” “anticipate,” “target,” “project,” and
similar phrases that denote future expectation or intent regarding
Zendesk’s financial results, operations, and other matters are
intended to identify forward-looking statements. You should not
rely upon forward-looking statements as predictions of future
events.
The outcome of the events described in these forward-looking
statements is subject to known and unknown risks, uncertainties,
and other factors that may cause Zendesk’s actual results,
performance, or achievements to differ materially, including (i)
Zendesk’s ability to adapt its products to changing market dynamics
and customer preferences or achieve increased market acceptance of
its products; (ii) the intensely competitive market in which
Zendesk operates; (iii) the development of the market for software
as a service business software applications; (iv) Zendesk’s
substantial reliance on its customers renewing their subscriptions
and purchasing additional subscriptions; (v) Zendesk’s ability to
effectively market and sell its products to larger enterprises;
(vi) Zendesk’s ability to develop or acquire and market new
products and to support its products on a unified, reliable shared
services platform; (vii) Zendesk’s reliance on third-party
services, including services for hosting, email, and messaging;
(viii) Zendesk’s ability to retain key employees and attract
qualified personnel, particularly in the primary regions Zendesk
operates; (ix) Zendesk’s ability to effectively manage its growth
and organizational change, including its international expansion
strategy; (x) Zendesk’s expectation that the future growth rate of
its revenues will decline, and that, as its costs increase, Zendesk
may not be able to generate sufficient revenues to achieve or
sustain profitability; (xi) Zendesk’s ability to integrate acquired
businesses and technologies successfully or achieve the expected
benefits of such acquisitions; (xii) real or perceived errors,
failures, or bugs in Zendesk’s products; (xiii) potential service
interruptions or performance problems associated with Zendesk’s
technology and infrastructure; (xiv) Zendesk’s ability to securely
maintain customer data and prevent, mitigate, and respond
effectively to both historical and future data breaches; (xv)
Zendesk’s ability to comply with privacy and data security
regulations; (xvi) Zendesk’s ability to optimize the pricing for
its solutions; (xvii) actions of activist shareholders that could
negatively affect our business; (xviii) the risks and uncertainties
related to Ukraine conflict or the COVID-19 pandemic on the global
economy and financial markets and (xix) other adverse changes in
general economic or market conditions. This list of factors is not
intended to be exhaustive.
The forward-looking statements contained in this press release
are also subject to additional risks, uncertainties, and factors,
including those more fully described in Zendesk’s filings with the
Securities and Exchange Commission (the “SEC”), including its
Annual Report on Form 10-K for the year ended December 31, 2021.
Further information on potential risks that could affect actual
results will be included in the subsequent periodic and current
reports and other filings that Zendesk makes with the SEC from time
to time.
Forward-looking statements represent Zendesk’s management’s
beliefs and assumptions only as of the date such statements are
made. Zendesk undertakes no obligation to update any
forward-looking statements made in this press release to reflect
events or circumstances after the date of this press release or to
reflect new information or the occurrence of unanticipated events,
except as required by law.
Important Additional Information Regarding Proxy
Solicitation
Zendesk intends to file a proxy statement and gold proxy card
with the SEC in connection with the solicitation of proxies for the
Company’s 2022 Annual Meeting of Stockholders (the “Proxy
Statement” and such meeting the “2022 Annual Meeting”). Zendesk and
certain of its directors, executive officers and employees will be
participants in the solicitation of proxies from stockholders in
respect of the 2022 Annual Meeting. Information regarding Zendesk’s
directors and executive officers is available in Zendesk’s Annual
Report on Form 10-K/A, which was filed with the SEC on May 2, 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 2022 Annual Meeting when they become
available. Details concerning the nominees of the Company’s Board
of Directors for election at the 2022 Annual Meeting will be
included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION,
INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING
THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY AMENDMENTS AND
SUPPLEMENTS THERETO BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders may obtain the Proxy Statement, any
amendments or supplements to the Proxy Statement and other
documents as and when filed by Zendesk with the SEC without charge
from the SEC’s website at www.sec.gov. Copies of the documents
filed by Zendesk with the SEC also may be obtained free of charge
at Zendesk’s investor relations website at
https://investor.zendesk.com/ir-home/default.aspx or upon written
request to Zendesk, Inc. at 989 Market Street, San Francisco, CA
94103.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220609005601/en/
Investor Contact: Jason Tsai, +1 415-997-8882 ir@zendesk.com
Media Contacts: Stephanie Barnes, +1 415-722-0883
press@zendesk.com
John Christiansen, +1 415-618-8750 Robin Weinberg, +1
212-687-8080 Sard Verbinnen & Co Zendesk-SVC@sardverb.com
Zendesk (NYSE:ZEN)
Historical Stock Chart
From Aug 2024 to Sep 2024
Zendesk (NYSE:ZEN)
Historical Stock Chart
From Sep 2023 to Sep 2024