Momentive Files Investor Presentation Outlining Significant Opportunities for Accelerated Growth and Value Creation through Combination with Zendesk

Mails Letter to Stockholders Reiterating Recommendation to Vote “FOR”
All Proposals Relating to Proposed Zendesk Transaction

Momentive Global, an agile experience management company (formerly SurveyMonkey), today announced that it has filed an investor presentation with the Securities and Exchange Commission (the “SEC”), which outlines the deep strategic rationale and significant opportunities to deliver compelling value for stockholders through its proposed transaction with Zendesk, Inc. (NYSE: ZEN).

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Momentive also today mailed a letter to stockholders in connection with the upcoming Special Meeting of Stockholders (the “Special Meeting”), which has been called to approve the Company’s combination with Zendesk.

The Momentive Board of Directors continues to unanimously recommend that Momentive stockholders vote on the WHITE proxy card “FOR” all proposals relating to the proposed transaction with Zendesk ahead of the Special Meeting, which has been scheduled for February 25, 2022.

The full text of the letter that was mailed to stockholders is as follows:

Dear Fellow Momentive Stockholder:

At Momentive’s Special Meeting of Stockholders (the “Special Meeting”), which is scheduled to be held on February 25th, you will have the opportunity to vote on Momentive’s transaction with Zendesk. The Momentive Board of Directors is confident that the combination with Zendesk provides significant value for Momentive stockholders given the meaningful opportunities for increased growth and profitability as part of a combined organization.

The Momentive Board unanimously recommends that stockholders vote on the WHITE proxy card “FOR” all proposals relating to the proposed transaction with Zendesk today.

Combining with Zendesk Maximizes Value Creation Opportunities for Momentive Stockholders

Together, Zendesk and Momentive will address a larger market with a more differentiated offering. The combined company will deliver higher revenue growth at a significantly larger revenue scale with greater profitability. The result: compelling value and upside participation for Momentive stockholders, who will own approximately 22% of the combined company.

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• Stronger competitive differentiation in larger global market: Zendesk and Momentive are uniquely suited to deliver a highly differentiated customer intelligence platform that no other software vendor currently provides. Combining Zendesk’s customer service platform with Momentive’s first-party insights data will unlock new, actionable intelligence for customers, enabling businesses to both win new customers and deepen existing customer relationships. Further, the combined company is expected to more than double Momentive’s existing addressable market from ~$81 billion to $165 billion globally, and grow at an accelerated long-term rate. With Zendesk, Momentive will be a more productive business with larger scale in an extensive global market.
• Higher revenue growth: Through this highly accretive transaction, Momentive and Zendesk together expect the combined company to generate revenue at a 27% compound annual growth rate from 2021 to 2025.¹
• Larger scale with greater profitability: By 2025, the combined company is expected to generate $4.6 billion in revenue. The benefits of scale translate to greater profitability – the combined company expects to achieve 14 to 16% 2025E non-GAAP operating margin.¹
• Compelling value for Momentive stockholders: The transaction structure provides upside participation for Momentive stockholders. The exchange ratio of 0.225 represents a greater than 30% premium to one-month, three-month, and one-year unaffected historical exchange ratios.² The transaction remains consistent with the premiums and forward revenue multiples associated with precedent M&A transactions. As supported by discounted cash flow valuation analyses prepared by Momentive’s independent financial advisors, the intrinsic value of Momentive’s ownership in the combined company represents more than $35 per share – a highly attractive 22% premium compared to Momentive’s standalone plan.³

Combining with Zendesk delivers significant value for our stockholders through greater scale, faster growth, and increased profitability. The transaction will deliver many compelling financial benefits that Momentive would otherwise not be able to achieve on its own.

Vote to Support Momentive’s Value Enhancing Transaction with Zendesk Today

The Momentive Board unanimously recommends that Momentive stockholders vote in favor of the transaction with Zendesk.

Your vote is extremely important, no matter how many shares you own. Please take a moment to vote “FOR” the proposals set forth on the enclosed WHITE proxy card today – by internet, telephone toll-free or by signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided.

If you have any questions or need assistance voting your shares, please contact Innisfree M&A Incorporated, our proxy solicitor, by calling toll-free at (877) 825-8772 (from the U.S. and Canada) or (212) 750-5833 (from other locations).

Thank you for your continued support of Momentive.

Sincerely,

The Momentive Board of Directors

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