Filed by Momentive Global Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6(b)
under the Securities Exchange Act of 1934
Subject Company: Momentive Global Inc.
Commission File No.: 001-38664
The following communication was first made available on February 11, 2022.
Leading Independent Proxy Advisory
Firm ISS Recommends Momentive Stockholders Vote
FOR the Transaction with Zendesk
Highlights Robust and Comprehensive Strategic Review Undertaken by the Momentive Board to Maximize Value for Stockholders
SAN MATEO, Calif. February 11, 2022 Momentive Global (NASDAQ: MNTV), an agile experience management company, today
announced that leading independent proxy advisory firm Institutional Shareholder Services, Inc. (ISS) has recommended that Momentive stockholders vote FOR the Companys previously announced transaction with Zendesk, Inc.
(NYSE: ZEN) at the upcoming Special Meeting of Stockholders (the Special Meeting).
Momentive issued the following statement in response to
the report:
We are pleased that ISS supports our Boards unanimous recommendation to vote FOR the transaction with
Zendesk. The recommendation from ISS recognizes the thorough and robust process led by our highly qualified, independent Board of Directors, as well as our commitment to identifying opportunities that maximize stockholder value. Customer
intelligence has never been more important, and combining with Zendesk is the next natural step for Momentive. We look forward to working to complete our transaction with Zendesk and unlocking value for our customers and stockholders.
As announced on October 28, 2021, Zendesk and Momentive have entered into a definitive agreement under which Zendesk will acquire Momentive in an all-stock transaction. Under the terms of the agreement, Momentive stockholders will receive 0.225 shares of Zendesk stock for each share of Momentive stock that they own. The Momentive Board of Directors
unanimously recommends that stockholders vote FOR all proposals relating to the transaction with Zendesk.
Momentive has scheduled the Special
Meeting to approve the proposed transaction with Zendesk for February 25, 2022. All stockholders of record as of the close of business on January 3, 2022 are entitled to vote at the Special Meeting.
Stockholders who have questions about how to vote or need additional assistance may contact Innisfree M&A Incorporated, Momentives proxy solicitor,
by calling toll-free at (877) 825-8772 (from the U.S. and Canada) or (212) 750-5833 (from other locations).