Shareholders to receive $77.50 per share in
cash
Zendesk to become a privately held company upon
completion of the transaction
Zendesk, Inc. (NYSE: ZEN) today announced it has entered into a
definitive agreement to be acquired by an investor group led by
leading global investment firms Permira and Hellman & Friedman
LLC (“H&F”) in an all-cash transaction that values Zendesk at
approximately $10.2 billion. Under the terms of this agreement,
Zendesk shareholders will receive $77.50 per share. The offer
represents a premium of approximately 34% over Zendesk’s closing
stock price on June 23, 2022, the last full trading day prior to
this announcement.
“This is the start of a new chapter for Zendesk with partners
that are aligned with the strength of our agile products and
talented team, and are committed to providing the resources and
expertise to continue our growth trajectory,” said Mikkel Svane,
founder, chairman and CEO, Zendesk. “With Hellman & Friedman
and Permira’s support, we’ll continue to execute on our long-term
strategy with our customers as our top priority, taking full
advantage of the opportunity we see to help businesses navigate the
ever changing expectations and demands of their customers.”
“The Board conducted an extensive strategic review over a three
month period, receiving an actionable offer from Hellman &
Friedman and Permira after the termination of our formal process,”
said Carl Bass, lead independent director, Zendesk. “This
transaction provides certainty of value for our shareholders at a
significant premium to Zendesk’s trading price. The extensive
strategic review process included the evaluation of both standalone
and transactional alternatives and considered a range of factors
including current and anticipated market conditions, business
momentum and long-term outlook. During this period, we also worked
constructively with major shareholders. The Board concluded that
this transaction was the best alternative and the Board voted
unanimously to support this transaction.”
“Zendesk has reimagined customer service software and empowers
businesses to transform how they communicate with their customers
in an increasingly digital world. We believe Zendesk is uniquely
positioned to enable meaningful interactions and deliver compelling
business outcomes across any channel,” said Ryan Lanpher, Partner
at Permira. “We look forward to partnering with Zendesk’s
management team and talented employees to help them accelerate
product innovation and achieve their growth ambitions,” added Brian
Ruder, Partner and Co-Head of Technology at Permira.
“Over the past 15 years, Zendesk has revolutionized how
companies serve their customers and has become a leading platform
within the customer experience ecosystem. We deeply believe in the
company’s growth opportunity as it continues to help businesses
across the world delight their customers,” said Tarim Wasim,
Partner at Hellman & Friedman. “We see tremendous value in
Zendesk’s platform and ability to grow at scale. Its intuitive yet
powerful offering serves over 100,000 companies, ranging from the
smallest businesses to the largest enterprises,” added Stephen
Ensley, Partner at Hellman & Friedman.
Transaction Details
In addition to Hellman & Friedman and Permira, the investor
group includes a wholly-owned subsidiary of the Abu Dhabi
Investment Authority (ADIA), and GIC.
The transaction, which has been unanimously approved by
Zendesk’s Board of Directors, is expected to close in the fourth
quarter of this year and is subject to customary closing
conditions, including Zendesk stockholder approval. Hellman &
Friedman and Permira have arranged for debt and equity financing
commitments for the purpose of financing the transaction. Upon
closing of the transaction, Zendesk will operate as a
privately-held company.
Advisors
Qatalyst Partners and Goldman Sachs & Co. LLC are serving as
financial advisors to Zendesk in connection with the proposed
transaction. Wachtell, Lipton, Rosen & Katz is serving as
Zendesk’s legal advisor.
Morgan Stanley & Co. LLC is serving as financial advisor to
the investor group. Fried, Frank, Harris, Shriver & Jacobson
LLP is serving as M&A counsel to the investor group and to
Permira. Simpson Thacher & Bartlett LLP is serving as financing
counsel to the investor group. Kirkland & Ellis LLP is serving
as counsel to Hellman & Friedman.
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.
About Hellman & Friedman
Hellman & Friedman is a preeminent global private equity
firm with a distinctive investment approach focused on a limited
number of large-scale equity investments in high quality growth
businesses. H&F seeks to partner with world-class management
teams where its deep sector expertise, long-term orientation and
collaborative partnership approach enable companies to flourish.
H&F targets outstanding businesses in select sectors including
software & technology, financial services, healthcare, consumer
& retail, and other business services.
Since its founding in 1984, H&F has invested in over 100
companies. The firm is currently investing its tenth fund, with
$24.4 billion of committed capital, and has over $85 billion in
assets under management as of March 31, 2022. Learn more about
H&F’s defining investment philosophy and approach to
sustainable outcomes at www.hf.com.
About Permira
Permira is a global investment firm that backs successful
businesses with growth ambitions. Founded in 1985, the firm advises
funds with total assets under management of US$65bn+ and makes
long-term majority and minority investments across two core asset
classes, private equity and credit. The Permira private equity
funds have made approximately 300 private equity investments in
four key sectors: Technology, Consumer, Healthcare and Services.
Permira employs over 450 people in 16 offices across the United
States, Europe and Asia.
The Permira funds have an extensive track record in technology
investing, having invested US$15.4 billion in 48 companies across
SaaS, cybersecurity, digital commerce, fintech and online
marketplaces. The Permira funds have previously backed and helped
scale some of the largest and fastest-growing technology businesses
globally, including Clearwater Analytics, G2, Genesys, Informatica,
Klarna, Mimecast, McAfee, Seismic and TeamViewer.
For more information, visit www.permira.com or follow the
company on LinkedIn or Twitter.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20220624005233/en/
Zendesk Investor Contact: Jason Tsai, +1 415-997-8882
ir@zendesk.com Zendesk Media Contacts: Stephanie Barnes, +1
415-722-0883 press@zendesk.com John Christiansen +1 415-618-8750
Zachary Tramonti +1 617-546-4250 FGS Global
Zendesk-SVC@sardverb.com H&F: Winnie Lerner +1
917-375-5652 Permira: Nina Suter Nina.Suter@permira.com +44
207 9594037 James Williams james.williams@permira.com +44 774
7006407 OR Megan Bouchier +1 415-595-0651 Julie Rudnick +1
347-563-8203
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