Zendesk Reiterates Strategic and Financial Merits of Proposed Acquisition of Momentive

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Letter Reminds Stockholders of Expected Value Creation Opportunity

Strongly Recommends Stockholders Vote “FOR” Proposal to Approve the Issuance of Shares of Zendesk Common Stock to Momentive Stockholders in Connection with the Transaction at Upcoming Special Meeting

Zendesk, Inc. sent a letter to stockholders commenting on its proposed acquisition of Momentive Global Inc., which was announced on October 28, 2021, and recommending their approval of the issuance of Zendesk Common Stock in connection with the transaction at the Special Meeting of Stockholders scheduled for February 25, 2022. Proxy materials relating to this Special Meeting were mailed to Zendesk stockholders. The full text of the letter follows:

Dear Fellow Stockholder,

The Zendesk Board of Directors believes that Zendesk’s proposed acquisition of Momentive, which was announced on October 28, 2021, will create substantial incremental long-term value for Zendesk stockholders. Zendesk’s Board unanimously recommends you vote in favor of the proposal approving the issuance of Zendesk Common Stock in connection with the transaction at the upcoming Special Meeting of Stockholders, which will be held on February 25, 2022.

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Strategic and Financial Benefits of the Momentive Transaction

The combination with Momentive will deliver significant benefits to Zendesk stockholders that are otherwise not attainable, including:

  • Achievement of Zendesk’s strategy of transforming Customer Relationship Management, by creating a Customer Intelligence Platform that combines Momentive’s leadership in agile experience management software (spanning surveys, customer experience and market research) with Zendesk’s leading customer service and sales platform to enable truly actionable insights and understanding of the customer for businesses of all sizes;
  • A doubling of Zendesk’s addressable market to $165 billion, ensuring far greater opportunity for sustained high revenue growth at larger scale;
  • Realization of the first wave of sales-led revenue synergies of approximately $275 million by 2025, deriving primarily from a scaled and global Zendesk enterprise sales force selling Momentive’s agile experience management and insights products to our customer base within the Zendesk product experience, yielding approximately $4.6 billion in combined 2025 revenue growing at a higher rate than Zendesk’s forecasted smaller-scale standalone business;
  • Significant upside to these conservative revenue synergy estimates from product-led growth, namely new product introductions, new pricing and packaging, and acceleration of Zendesk’s core sales and customer service businesses due to the addition of Momentive product capabilities and data, making our offering more valuable and increasing customer spend and stickiness;
  • The ability to drive further synergies by accelerating Momentive’s enterprise growth, leveraging Zendesk’s proven track record of scaling and driving adoption with enterprise customers, with additional opportunities to internationalize Momentive’s offerings across Zendesk’s diversified global client base and go-to-market reach; and
  • Financial benefits from greater scale, including an expanded global talent base, significantly increased number of customer relationships, operating efficiencies that can be re-invested in growth, greater research and development resources, and more engineering expertise and technology – all of which will allow Zendesk to better serve customers and accelerate innovation.

Importantly, we have increased conviction in the upside and the expected synergies noted above as a result of our preliminary integration planning work, which includes direct correspondence with customers.

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Zendesk’s Rigorous Process and Strong Corporate Governance

Zendesk’s Board and management team regularly review the Company’s performance, future growth prospects and overall strategic direction within the context of the current business and economic environment and in consideration of the Company’s long-term business strategy. This entails reviewing Zendesk’s strategy as a standalone company as well as considering potential opportunities for business combinations, acquisitions, and other financial and strategic alternatives.

The Zendesk Board’s determination to acquire Momentive is the result of a thoughtful and deliberative review process spanning multiple alternatives within adjacent and complementary markets. Momentive, along with several other candidates, was identified and discussed by the Zendesk Board as a potential acquisition target in regularly conducted strategic reviews as early as the first half of 2019. Zendesk’s decision to bid in Momentive’s process to explore strategic alternatives was an output of the Board’s structured review of existing capabilities and growth needs. In that process, Zendesk evaluated a number of inputs, including, importantly, direct feedback from customers requesting better customer survey and market research capabilities. The Board carefully assessed the potential benefits of the transaction, evaluated risk factors, and conducted an extensive due diligence process with its independent financial and legal advisors in connection with its decision to acquire Momentive.

Zendesk’s proposal reflects the Board’s unanimous conviction that this combination represents a unique opportunity for Zendesk stockholders and a critical step forward for Zendesk to achieve its strategic ambition to transform customer relationship management through the development of a Customer Intelligence Platform.

Zendesk’s management team and Board look forward to discussing their conviction in the merits of the transaction with stockholders in greater detail. Because of the strategic significance to Zendesk of the proposed acquisition, Zendesk supports the rights of all stockholders to provide their views and vote on the issuance of Zendesk Common Stock in the transaction. Due to the compelling strategic and financial benefits of the proposed combination, the Zendesk Board strongly encourages stockholders to vote in favor of the proposal approving the issuance of Zendesk Common Stock in connection with the transaction at the upcoming Special Meeting on February 25, 2022.

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