Zendesk Confirms Receipt of Unsolicited Non-Binding Recapitalization Proposal from Light Street Capital Management
29 Agosto 2022 - 10:07PM
Business Wire
Stockholders Need Take No Action Pending Board
Review
Zendesk, Inc. (NYSE: ZEN) today confirmed that it received an
unsolicited non-binding recapitalization proposal from Light Street
Capital Management, LLC. Light Street indicated it currently owns
approximately 2% of Zendesk common stock. Based on the letter from
Light Street, the non-binding proposal contemplates a
recapitalization of Zendesk consisting of a $2 billion preferred
equity investment to be arranged by Light Street, a $2 billion
incremental debt facility and $1 billion of cash from Zendesk’s
balance sheet. The proceeds of the recapitalization, together with
cash on Zendesk’s balance sheet, would be used to finance a $5
billion tender offer for approximately 50% of Zendesk’s outstanding
common shares at $82.50 per share. Pursuant to the non-binding
proposal, in return for the $2 billion investment, holders of the
preferred equity would control approximately 66% of the voting
power of Zendesk following the transaction and would receive the
right to appoint 50% of the Company’s Board of Directors. The
non-binding proposal is subject to due diligence and negotiation
and execution of definitive agreements, and does not identify
sources or commitments for the preferred equity or debt
financing.
Zendesk’s Board of Directors, consistent with its fiduciary
responsibilities and in accordance with Zendesk’s previously
announced merger agreement with an investor group led by Permira
and Hellman & Friedman LLC to acquire 100% of Zendesk’s common
stock, will carefully review the proposal with the assistance of
financial and legal advisors to determine the course of action it
believes is in the best interests of the Company and its
stockholders. Zendesk stockholders need take no action at this
time.
Advisors
Qatalyst Partners and Goldman Sachs & Co. LLC are serving as
financial advisors to Zendesk. Wachtell, Lipton, Rosen & Katz
is serving as Zendesk’s legal advisor.
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.
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 has filed with the U.S. Securities and
Exchange Commission (the “SEC”) a definitive proxy statement on
Schedule 14A (the “Proxy Statement”). The Proxy Statement was first
mailed to Zendesk’s stockholders on or about August 8, 2022. 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 proxy statement on Schedule 14A for the 2022 annual
meeting of stockholders, which was filed with the SEC on July 11,
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220829005683/en/
Investors: Jason Tsai, +1 415-997-8882 ir@zendesk.com
Media: Courtney Blake, +1 816-520-5503
press@zendesk.com
John Christiansen +1 415-618-8750 Danielle Berg +1 212-687-8080
FGS Global Zendesk-SVC@sardverb.com
Grafico Azioni Zendesk (NYSE:ZEN)
Storico
Da Apr 2024 a Mag 2024
Grafico Azioni Zendesk (NYSE:ZEN)
Storico
Da Mag 2023 a Mag 2024