The following communication by Eric S. Yuan, Founder and Chief Executive Officer of Zoom, was sent to
all Zoom employees on July 18, 2021, in connection with the acquisition of Five9 by Zoom:
Dear @all,
Zoomies Moments ago we announced some exciting news about Zoom: we have reached an agreement to acquire Five9! As many of you know, Five9 is a long
standing partner of Zoom and a pioneer of the intelligent cloud contact center. Please check your email for a message from me with more details. You can also check out the press release and blog we just issued. While we will continue to operate as
separate companies until close, I look forward to welcoming the new Five9 Zoomies with open arms, and I am excited for us to get to work with them on building the customer engagement platform of the future.
Press release:
https://www.globenewswire.com/news-release/2021/07/19/2264531/0/en/Zoom-to-Acquire-Five9.html
Blog post: https://blog.zoom.us/zoom-to-acquire-five9
Important legal information: https://docs.google.com/document/d/1TF35BoebR0rExi2LeYGkZXMOP1jYM-2MYAN_2MXzPmI/edit?usp=sharing
Forward-Looking Statements
This communication contains
forward-looking information related to Zoom, Five9 and the acquisition of Five9 by Zoom that involves substantial risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied by such
statements. Forward-looking statements in this communication include, among other things, statements about the potential benefits of the proposed transaction for Zoom, Five9 and their respective customers, Zooms plans, objectives, expectations
and intentions with respect to the combined company, the size of the opportunity for Zoom in contact centers, the financial condition, results of operations and business of Zoom or Five9, and the anticipated timing of closing of the proposed
transaction.
Risks and uncertainties include, among other things, risks related to the ability of Zoom to consummate the proposed transaction on a timely
basis or at all; Zooms ability to successfully integrate Five9s operations and personnel; Zooms ability to implement its plan, forecasts and other expectations with respect to Five9s business after the completion of the
transaction and realize expected synergies; the satisfaction of the conditions precedent to consummation of the proposed transaction; Zooms ability to secure regulatory approvals on the terms expected in a timely manner or at all, especially
in light of recent regulatory developments in the United States and elsewhere; the ability to realize the anticipated benefits of the proposed transaction, including the possibility that the expected benefits from the proposed transaction will not
be realized or will not be realized within the expected time period; disruption from the transaction making it more difficult to maintain business and operational relationships; any negative effects of the announcement or the consummation of the
proposed transaction on the market price of Zooms Class A common stock or on Zooms operating results; the impact of significant transaction costs and unknown liabilities on Zooms operating results; the risk of litigation
and/or regulatory actions related to the proposed transaction; the exertion of managements time and Zooms resources, and other expenses incurred in connection with any regulatory or governmental consents or approvals for the transaction;
the possibility that competing offers will be made to acquire Five9; the effect of the announcement or pendency of the transaction on Zoom and Five9s business relationships, operating results, and business generally; the impact of the COVID-19 pandemic and related public health measures on Zoom and Five9s businesses and general economic conditions; the impact of geopolitical events; Zooms service performance and security, including
the resources and costs required to avoid unanticipated downtime and prevent, detect and remediate potential security breaches; cyberattacks and security vulnerabilities that could lead to reduced revenue, increased costs, liability claims, or harm
to Zooms reputation or competitive position; excessive outages and disruptions to Zooms online services if Zoom fails to maintain an adequate operations infrastructure; competitive factors, including new market entrants and changes in
the competitive environment and increased competition; customer demand for Zooms products and services; Zoom and Five9s ability to attract, integrate and retain qualified personnel; Zooms ability to protect its intellectual
property rights and develop its brand; Zooms ability to develop new services and product features; Zooms operating results and cash flow; the impact of the transaction on Zooms strategy of acquiring or making investments in
complementary businesses, joint ventures, services, technologies and intellectual property rights; changes in tax and other laws, regulations, rates and policies; and the impact of new accounting pronouncements.
These risks, as well as other risks related to the proposed transaction, will be described in the registration statement on Form S-4 and proxy statement/prospectus that will be filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the
registration statement on Form S-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other
factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Zooms and Five9s respective periodic reports and other filings with the SEC, including the risk factors
identified in Zooms and Five9s most recent Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.
The forward-looking statements included in this communication are made only as of the date hereof. Zoom assumes no obligation and does not intend to update
these forward-looking statements, except as required by law.