Zendesk Reported in 8-K Filing, On November 17, 2022, Received Written Notice From CFIUS That It Had Concluded Its Review and Cleared the Transaction Contemplated by the Merger Agreement

Author: Charles Gross | November 18, 2022 07:07am
As previously announced, on June 24, 2022, Zendesk, Inc. ("Zendesk") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Zoro BidCo, Inc., a Delaware corporation ("Parent"), and Zoro Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will merge with and into Zendesk (the "Merger"), with Zendesk surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of funds advised by Hellman & Friedman LLC and Permira Advisers LLC ("Permira"). Platinum Falcon B 2018 RSC Limited ("PF") and an affiliate of GIC Private Limited will also be indirect investors in Parent. In connection with the Merger, Zendesk, Permira and PF filed a joint voluntary notice under Section 721 of the Defense Production Act of 1950, as amended, with the Committee on Foreign Investment in the United States ("CFIUS"). On November 17, 2022, Zendesk received written notice from CFIUS that it had concluded its review and cleared the transaction contemplated by the Merger Agreement. All required regulatory approvals to complete the Merger have now been received. The closing of the Merger is expected to occur on November 22, 2022, subject to the satisfaction or waiver of the remaining customary closing conditions set forth in the Merger Agreement that by their nature are to be satisfied at the closing of the Merger.

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