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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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1. |
The following bolded language is added to the last sentence of the third full paragraph on page 30 of the proxy statement in the section entitled “Proposal 1: Adoption of the Merger
Agreement—Background of the Merger”:
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2. |
The following bolded language is added to the fourth paragraph on page 31 of the proxy statement in the section entitled “Proposal 1: Adoption of the Merger Agreement—Background of the Merger”:
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3. |
The following bolded language is added to the sixth paragraph on page 33 of the proxy statement in the section entitled “Proposal 1: Adoption of the Merger Agreement—Background of the Merger”:
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4. |
The following bolded language is added to the tenth paragraph on page 33 of the proxy statement in the section entitled “Proposal 1: Adoption of the Merger Agreement—Background of the Merger”:
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5. |
The following bolded language is added to the second-to-last paragraph on page 37 of the proxy statement in the section entitled “Proposal 1: Adoption of the Merger Agreement—Background of the
Merger”:
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6. |
The following bolded language is added to the second full paragraph on page 40 of the proxy statement in the section entitled “Proposal 1: Adoption of the Merger Agreement—Background of the
Merger”:
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7. |
The following bolded language is added to the third and fourth sub-bullets of the first bullet on page 48 of the proxy statement in the section entitled “Proposal 1: Adoption of the Merger
Agreement—Opinion of Qatalyst Partners LP—Discounted Cash Flow Analysis”:
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• |
the cash and cash equivalents of Zendesk as of March 31, 2022, as provided by Zendesk management, which was $1,606 million;
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• |
the implied net present value of estimated federal tax savings due to its net operating losses and research and development tax credits for calendar years 2028 and beyond, discounted to present value using the
same range of discount rates used in the first bullet above, which was between $115 million and $152 million depending on the discount rate used; and
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8. |
The following bolded language is added to the first sub-bullet of the second bullet on page 48 of the proxy statement in the section entitled “Proposal 1: Adoption of the Merger
Agreement—Opinion of Qatalyst Partners LP—Discounted Cash Flow Analysis”:
|
• |
the face value of Zendesk’s outstanding convertible debt as of March 31, 2022, as provided by Zendesk management, which was $1,299 million; and
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9. |
The following bolded column is added to the table on page 50 of the proxy statement in the section entitled “Proposal 1: Adoption of the Merger Agreement—Opinion of Qatalyst
Partners LP—Selected Transactions Analysis”:
|
Announcement
Date
|
Target
|
Acquiror
|
Fully Diluted Enterprise Value ($B)
|
LTM
Revenue
Multiple
|
NTM
Revenue
Multiple
|
|||||
12/01/20
|
Slack Technologies, Inc.
|
Salesforce, Inc.
|
$28.8
|
37.4x
|
29.0x
|
|||||
03/20/18
|
MuleSoft, Inc.
|
Salesforce, Inc.
|
$6.5
|
21.8x
|
15.7x
|
|||||
04/11/22
|
SailPoint Technologies Holdings, Inc.
|
Thoma Bravo, L.P.
|
$6.9
|
15.7x
|
13.3x
|
|||||
06/06/22
|
Anaplan, Inc.
|
Thoma Bravo, L.P.
|
$10.1
|
16.0x
|
12.8x*
|
|||||
10/15/18
|
SendGrid, Inc.
|
Twilio Inc.
|
$1.8
|
14.3x
|
11.5x
|
|||||
06/10/19
|
Tableau Software, Inc.
|
Salesforce, Inc.
|
$15.7
|
13.2x
|
10.9x
|
|||||
07/26/21
|
Medallia, Inc.
|
Thoma Bravo, L.P.
|
$6.4
|
13.0x
|
10.8x
|
|||||
09/18/14
|
Concur Technologies, Inc.
|
SAP SE
|
$8.3
|
12.6x
|
10.2x
|
|||||
04/26/21
|
Proofpoint, Inc.
|
Thoma Bravo, L.P.
|
$11.3
|
10.8x
|
9.4x
|
|||||
10/28/18
|
Red Hat, Inc.
|
International Business Machines Corporation
|
$33.6
|
10.8x
|
9.3x
|
|||||
07/28/16
|
NetSuite Inc.
|
Oracle Corporation
|
$9.4
|
11.8x
|
9.1x
|
|||||
06/01/16
|
Demandware, Inc.
|
Salesforce, Inc.
|
$2.8
|
11.2x
|
8.9x
|
|||||
08/19/21
|
Inovalon Holdings, Inc.
|
Nordic Capital Limited
|
$7.2
|
10.0x
|
8.8x
|
|||||
12/07/21
|
Mimecast Limited
|
Permira Holdings Limited
|
$5.5
|
10.0x
|
8.8x
|
|||||
12/03/11
|
SuccessFactors, Inc.
|
SAP SE
|
$3.5
|
10.9x
|
8.7x
|
|||||
03/08/21
|
Pluralsight, Inc.
|
Vista Equity Partners Management, LLC
|
$3.8
|
9.8x
|
8.4x
|
|||||
02/04/19
|
The Ultimate Software Group, Inc.
|
Investor Group led by Hellman & Friedman, LLC
|
$10.9
|
10.0x
|
8.4x
|
|||||
04/11/22
|
Datto Holding Corp.
|
Kaseya Inc. & Insight Partners, LLC
|
$6.0
|
9.7x
|
8.3x
|
|||||
01/29/18
|
Callidus Software Inc.
|
SAP SE
|
$2.4
|
9.8x
|
8.3x
|
|||||
12/21/20
|
RealPage, Inc.
|
Thoma Bravo, L.P.
|
$10.2
|
9.1x
|
8.2x
|
|||||
12/17/17
|
Aconex Limited
|
Oracle Corporation
|
$1.2
|
9.4x
|
8.1x
|
|||||
05/22/12
|
Ariba, Inc.
|
SAP SE
|
$4.4
|
8.8x
|
7.8x
|
|||||
06/12/19
|
Medidata Solutions, Inc.
|
Dassault Systèmes SE
|
$5.8
|
8.8x
|
7.5x
|
|||||
03/10/21
|
Talend S.A.
|
Thoma Bravo, L.P.
|
$2.4
|
8.5x
|
7.4x
|
|||||
11/11/18
|
Apptio Inc.
|
Vista Equity Partners Management, LLC
|
$1.8
|
8.1x
|
7.0x
|
|||||
12/20/13
|
Responsys, Inc.
|
Oracle Corporation
|
$1.6
|
8.1x
|
6.9x
|
|||||
12/24/18
|
MINDBODY, Inc.
|
Vista Equity Partners Management, LLC
|
$1.9
|
7.8x
|
6.7x
|
|||||
04/18/16
|
Cvent, Inc.
|
Vista Equity Partners Management, LLC
|
$1.5
|
8.0x
|
6.5x
|
|||||
06/04/13
|
ExactTarget, Inc.
|
Salesforce, Inc.
|
$2.6
|
7.9x
|
6.5x
|
|||||
12/04/19
|
Instructure Holdings, Inc.
|
Thoma Bravo, L.P.
|
$1.9
|
7.7x
|
6.5x
|
|||||
08/01/16
|
Fleetmatics Group PLC
|
Verizon Communications, Inc.
|
$2.4
|
7.6x
|
6.3x
|
|||||
10/24/11
|
RightNow Technologies, Inc.
|
Oracle Corporation
|
$1.6
|
7.4x
|
6.2x
|
|||||
05/31/16
|
Marketo, Inc.
|
Vista Equity Partners Management, LLC
|
$1.7
|
7.5x
|
5.9x
|
|||||
02/09/12
|
Taleo Corporation
|
Oracle Corporation
|
$1.9
|
6.3x
|
5.3x
|
|||||
10/23/17
|
BroadSoft, Inc.
|
Cisco Systems, Inc.
|
$1.9
|
5.3x
|
4.6x
|
|||||
06/15/15
|
DealerTrack Technologies, Inc.
|
Cox Automotive, Inc.
|
$4.6
|
4.9x
|
4.1x
|
|||||
05/18/16
|
inContact, Inc.
|
NICE Ltd.
|
$1.0
|
4.2x
|
3.6x
|
|||||
08/27/12
|
Kenexa Corporation
|
International Business Machines Corporation
|
$1.3
|
4.0x
|
3.3x
|
|||||
07/01/11
|
Blackboard Inc.
|
Providence Equity Partners L.L.C.
|
$1.8
|
3.7x
|
3.2x
|
|||||
11/02/15
|
Constant Contact, Inc.
|
Endurance International Group Holdings, Inc.
|
$0.9
|
2.6x
|
2.3x
|
|||||
* Based on the total consideration payable by Thoma Bravo, L.P. for Anaplan, Inc. as of June 2022.
|
10. |
The following bolded language is added to, and the bolded, crossed-out language is deleted from, pages 54 and 55 of the proxy statement in the section entitled “Proposal 1: Adoption of the Merger
Agreement—Opinion of Goldman Sachs & Co. LLC—Illustrative Discounted Cash Flow Analysis”:
|
11. |
The following bolded language is added to, and the bolded, crossed-out language is deleted from, the second full paragraph on page 55 in the section entitled “Proposal 1: Adoption of the Merger
Agreement—Opinion of Goldman Sachs & Co. LLC—Illustrative Present Value of Future Share Price”:
|
12. |
The following bolded column is added to the table on page 56 of the proxy statement in the section entitled “Proposal 1: Adoption of the Merger Agreement—Opinion of Goldman
Sachs & Co. LLC—Selected Precedent Transactions Analysis”:
|
Announcement
Date
|
Target
|
Acquiror
|
EV/NTM
Revenue
|
Enterprise Value
(in billions)
|
||||
Apr 2022
|
SailPoint Technologies Holdings, Inc.
|
Thoma Bravo, L.P.
|
13.3x
|
$7
|
||||
Mar 2022
|
Anaplan, Inc.
|
Thoma Bravo, L.P.
|
13.9x*
|
$10
|
||||
Jul 2021
|
Medallia, Inc.
|
Thoma Bravo, L.P.
|
10.8x
|
$6
|
||||
Apr 2021
|
Nuance Communications, Inc.
|
Microsoft Corporation
|
14.2x
|
$20
|
||||
Dec 2020
|
Slack Technologies, Inc.
|
Salesforce.com, inc.
|
29.2x
|
$28
|
||||
Jun 2019
|
Tableau Software, Inc.
|
Salesforce.com, inc.
|
11.0x
|
$16
|
||||
Feb 2019
|
The Ultimate Software Group, Inc.
|
Hellman & Friedman LLC
|
8.3x
|
$11
|
||||
Dec 2018
|
MINDBODY, Inc.
|
Vista Equity Partners Management, LLC
|
6.7x
|
$2
|
||||
Nov 2018
|
Qualtrics International Inc.
|
SAP SE
|
15.0x
|
$8
|
||||
Nov 2018
|
Apptio, Inc.
|
Vista Equity Partners Management, LLC
|
7.1x
|
$2
|
||||
Oct 2018
|
SendGrid, Inc.
|
Twilio Inc.
|
11.5x
|
$2
|
||||
Oct 2018
|
Red Hat, Inc.
|
International Business Machines Corporation
|
9.4x
|
$34
|
||||
Oct 2018
|
Hortonworks, Inc.
|
Cloudera, Inc.
|
5.3x
|
$2
|
||||
Jun 2018
|
Adaptive Insights, Inc.
|
Workday, Inc.
|
10.9x
|
$2
|
||||
Mar 2018
|
MuleSoft, Inc.
|
Salesforce.com, inc.
|
15.7x
|
$6
|
||||
Jan 2018
|
Callidus Software Inc.
|
SAP SE
|
8.3x
|
$2
|
||||
Jul 2016
|
NetSuite Inc.
|
Oracle Corporation
|
9.2x
|
$9
|
||||
Jun 2016
|
Demandware, Inc.
|
Salesforce.com, inc.
|
8.9x
|
$3
|
||||
Jun 2016
|
LinkedIn Corporation
|
Microsoft Corporation
|
6.8x
|
$26
|
||||
May 2016
|
Marketo, Inc.
|
Vista Equity Partners Management, LLC
|
5.9x
|
$2
|
||||
Apr 2016
|
Textura Corporation
|
Oracle Corporation
|
6.1x
|
$1
|
||||
Median
25th Percentile
75th Percentile
|
9.4x
7.0x
13.6x
|
N/A
|
13. |
The following bolded language is added to the first sentence of the first full paragraph on page 57 in the section entitled “Proposal 1: Adoption of the Merger Agreement—Opinion of Goldman Sachs & Co.
LLC—Precedent M&A Premia”:
|
14. |
The following bolded language is added to the last paragraph on page 60 in the section entitled “Proposal 1: Adoption of the Merger Agreement—Opinion of Goldman Sachs & Co. LLC—General”:
|
15. |
The following bolded language is added to, and the bolded, crossed-out language is deleted from, the second full paragraph on page 61 in the section entitled “Proposal 1: Adoption of the Merger
Agreement—Opinion of Goldman Sachs & Co. LLC—General”:
|
ZENDESK, INC.
|
||
(Registrant)
|
||
Date: September 9, 2022
|
By:
|
/s/ Shanti Ariker
|
Shanti Ariker
|
||
General Counsel, Corporate Secretary & Chief Privacy Officer
|