Zendesk, Inc. (NYSE:ZEN) entered into a definitive agreement to acquire Momentive Global Inc. (NasdaqGS:MNTV) from SM Profits, LLC, JANA Partners LLC and others for $4.3 billion on October 28, 2021. Under the terms of the transaction, Momentive stockholders will receive 0.225 shares of Zendesk stock for each share of Momentive stock, a ratio which represents an implied value of approximately $28 per outstanding share of Momentive stock based on the 15-day volume weighted average price of Zendesk common stock up to and including October 26, 2021. Post-closing, Zendesk stockholders will own approximately 78% of the combined company and Momentive stockholders will own approximately 22% of the combined company. Momentive will survive the merger as a wholly owned subsidiary of Zendesk. A fee of up to $150 million may be payable by Zendesk or by Momentive upon termination of the transaction. Momentive Chief Executive Officer, Zander Lurie will continue to lead Momentive's strong management team.

The transaction is subject to approval by Zendesk stockholders and Momentive stockholders, the receipt of required regulatory approvals, the approval for listing on the New York Stock Exchange of Zendesk Shares to be issued in the merger, the effectiveness of a registration statement on Form S-4 filed with the Securities and Exchange Commission by Zendesk in connection with the Zendesk share issuance, the expiration or termination of the waiting period applicable to the consummation of the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary closing conditions. Zendesk and Momentive have each separately scheduled a special meeting of their respective stockholders to be held on February 25, 2022, to approve the transaction. The transaction is approved by the Board of Directors of both Zendesk and Momentive. The transaction is anticipated to close in the first half of 2022. Zendesk established a special committee comprising of Carl Bass, Hilarie Koplow and Thomas Szkutak to evaluate the transaction.

Legion Partners Asset Management LLC, on November 2, 2021, launched a separate campaign seeking to block the transaction, arguing it has serious concerns about the quality of the strategic review process leading to the deal. Legion, which owns about 1.3% of Momentive, suggested the company's board needs an upgrade. The transaction is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. Effective as of 11:59 p.m. Eastern Time on December 13, 2021, the waiting period under the HSR Act expired with respect to the Merger. As of January 11, 2022, Janus Henderson Investors US LLC issued a letter opposing Zendesk Inc. s (ZEN) all-stock plan to acquire SurveyMonkey parent Momentive Global Inc. (MNTV), providing a major boost to two activist investors seeking to block the transaction. As of January 13, 2022, Zendesk, Inc. (NYSE: ZEN) sent a letter to stockholders commenting on its proposed acquisition of Momentive Global Inc. recommending their approval of the issuance of Zendesk common stock in connection with the transaction. Proxy materials relating to this Special Meeting were mailed to Zendesk stockholders. As of February 16, 2022, Momentive Urges Stockholders to Vote “FOR” the Transaction with Zendesk. As of February 17, 2022, TIG Advisors, the owner of approximately 1.5 million shares of Zendesk, Inc sent a letter to Zendesk Board regarding its intention to Vote “AGAINST” proposed acquisition of Momentive,

Goldman Sachs & Co. LLC is serving as lead financial advisor and Centerview Partners LLC is also serving as financial advisor to Zendesk. Goldman Sachs & Co will receive a fee of $29 million. Keith A. Flaum and Christopher R. Moore from Hogan Lovells US LLP is serving as legal counsel to Zendesk. Allen & Company LLC served as financial advisors and opinion provider to Momentive. Momentive has agreed to pay Allen & Company fee of approximately $24 million, of which a portion was payable upon delivery of Allen & Company's opinion and approximately $21 million is payable contingent upon consummation of the merger. J.P. Morgan Securities LLC served as financial advisors and opinion provider to Momentive. For services rendered in connection with the merger, Momentive has agreed to pay J.P. Morgan a fee based on 0.55% of the total consideration payable to Momentive stockholders in the merger, which fee would be approximately $24 million based on the closing price of Zendesk common stock on October 27, 2021, $3 million of which became payable to J.P. Morgan upon delivery of its opinion and the remainder of which will only become payable to J.P. Morgan upon the closing of the merger. Katharine A. Martin, Martin W. Korman and Douglas K. Schnell from Wilson Sonsini Goodrich & Rosati Professional Corporation is serving as legal counsel to Momentive. J.P. Morgan Securities LLC acted as fairness opinion provider for Momentive. Goldman Sachs & Co. LLC acted as fairness opinion provider for Zendesk. Zendesk expects the combination to be growth accretive in its first full operating year and accelerate Zendesk's revenue plan to $3.5 billion in 2024, one year ahead of its previous target. Innisfree M&A Inc. served as proxy solicitor for Momentive and will receive a fee of $0.1 million. Dan Burch and Bob Marese of MacKenzie Partners, Inc. served as proxy solicitor for Zendesk and will receive a fee of $0.15 million.