Deal Diary: Hogan, Wilson Work ZenDesk-Momentive
Zendesk Inc. (ZEN) agreed to buy Momentive Global Inc. (MNTV) for about $4.13 billion in stock in a deal announced Oct. 28.
San Francisco-based ZenDesk agreed to pay 0.225 shares of its stock per Momentive share, consideration worth $26.77 at ZenDesk’s closing price Oct. 28 of $119.01, though the buyer’s stock plunged to $95.30 in early trading Oct. 29. Legion Partners Asset Management LLC issued a presentation on Oct. 6 urging Momentive to launch a strategic review.
San Mateo, Calif.-based Momentive, which is best known for its SurveyMonkey brand, turned to Martin Korman, Douglas Schnell and Remi Korenblit of Wilson Sonsini Goodrich & Rosati PC for counsel and Ian Smith, Kenneth Siskind and Leah Schwartz at Allen & Co. LLC and Noah Weintraub, Drago Rajkovic, Ilene Chau and Eric Prengel at JPMorgan Securities LLC for financial advice. Wilson Sonsini’s Katharine A. Martin, Rezwan D. Pavri and Lisa L. Stimmell advised Momentive on its 2018 IPO, on which JPMorgan Securities, Allen & Co. and Bank of America Securities Inc. were lead underwriters.
Momentive chief legal officer Lora Blum joined the company in 2017 from LinkedIn, where she was vice president, legal-corporate and led the in-house teams on LinkedIn’s 2011 IPO and its subsequent M&A, including its 2016 sale to Microsoft Corp. (MSFT). Wilson Sonsini advised LinkedIn on both of those deals. Deputy general counsel Michelle Leung also worked on the deal at at Momentive, which she joined earlier this year from LinkedIn. She was an associate at Wilson Sonsini from 2011 to 2014, when she joined LinkedIn.
Zendesk, a provider of customer support software as a service, tapped Keith Flaum and Christopher Moore of Hogan Lovells US LLP for counsel and Barry O’Brien and Kyle Jessen at Goldman, Sachs & Co. and Tyler Brooke at Centerview Partners LLC for financial advice. Goldman, Morgan Stanley and Credit Suisse led ZenDesk’s 2014 IPO. Zendesk general counsel and chief privacy officer Shanti Ariker and associate general counsel Steven Chen worked on the deal in-house. Before the deal with Momentive, ZenDesk had made only modest acquisitions, including the purchases of FutureSimple Inc. in 2018 and Smooch Technologies ULC in 2019.
On the deal’s closing, expected in the first half of 2022, Zendesk stockholders will own 78% of the combined company and Momentive stockholders 22%. Both sets of shareholders must approve the transaction.
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