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 will file relevant materials with the U.S.
Securities and Exchange Commission (the “SEC”), including Zendesk’s
proxy statement on Schedule 14A (the “Proxy Statement”). 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 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 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 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.
