Momentive (Nasdaq: MNTV), the maker of SurveyMonkey, today
announced it has entered into a definitive agreement to be acquired
by a consortium led by Symphony Technology Group (STG) in an
all-cash transaction that values Momentive at approximately $1.5
billion. Under the terms of the agreement, Momentive shareholders
will receive $9.46 per share, representing a premium of
approximately 28% to the volume weighted average closing price of
Momentive stock for the 10 trading days ending on March 13, 2023,
and a 46% premium to the company’s closing stock price on the day
prior to media rumors regarding a potential sale on October 19,
2022.
"This new chapter will enable Momentive to advance our long-term
strategy and mission," said Zander Lurie, Momentive CEO. “STG’s 20
years of investment experience in software, analytics, and data
companies will provide us with invaluable expertise as we scale our
customer base and product suite. Today’s volatile business climate
necessitates that organizations consistently collect feedback from
their stakeholders. That’s where we shine.”
“The transaction is the result of an extensive and careful
process to review strategic alternatives by the Momentive board.
The board believes this is the right path for delivering certain
and attractive value for shareholders,” said David Ebersman, chair
of the Momentive Board of Directors. “The Momentive board voted
unanimously in favor of the transaction.”
“SurveyMonkey is the most iconic brand in survey technology and
has a terrific reputation among individuals, teams, and enterprises
for innovation and leadership, with an impressive combination of
incredible ease of use and advanced enterprise capabilities and
analytics,” said J.T. Treadwell, Managing Director at STG. “We have
long admired the company during our 20-year history of active
investment in the insights and analytics sector, and are very
excited to partner with the team at Momentive to build upon their
excellent foundation. Together we will continue delivering
exceptional value and innovation to individuals and enterprises
globally.”
Approvals and Timing
The transaction, which was approved unanimously by the Momentive
Board of Directors, is expected to close in the second or third
quarter of 2023, subject to customary closing conditions, including
approval by Momentive shareholders and the receipt of required
regulatory approvals. The transaction is not subject to a financing
condition.
Upon completion of the transaction, Momentive’s common stock
will no longer be listed on any public market. The company will
continue to operate under the Momentive name and Momentive and
SurveyMonkey brands.
Advisors
Qatalyst Partners is serving as financial advisor to Momentive
in connection with the proposed transaction. Wilson Sonsini
Goodrich & Rosati, P.C. is serving as legal counsel to
Momentive.
Paul Hastings LLP is serving as legal counsel to STG. Silver
Point acted as Sole Lead Arranger and provided committed debt
financing in support of the acquisition.
About Momentive
Momentive (NASDAQ: MNTV), maker of SurveyMonkey, empowers people
with the insights they need to make business decisions with speed
and confidence. Our fast, intuitive experience and insights
management solutions connect millions of users at more than 330,000
organizations worldwide with AI-powered technology and
up-to-the-minute insights, so they can shape what’s next for their
products, industries, customers, employees, and the market.
Ultimately, our vision is to raise the bar for human experiences by
amplifying individual voices. Learn more at momentive.ai.
About Symphony Technology Group (STG)
STG is a private equity partner to market leading companies in
data, software, and analytics. The firm brings experience,
flexibility, and resources to build strategic value and unlock the
potential of innovative companies. Partnering to build
customer-centric, market winning portfolio companies, STG creates
sustainable foundations for growth that bring value to existing and
future stakeholders. The firm is dedicated to transforming and
building outstanding technology companies in partnership with world
class management teams. STG’s expansive portfolio has consisted of
more than 50 global companies. For more information, please visit
www.stgpartners.com.
Additional Information and Where to Find It
Momentive, its directors and certain executive officers are
participants in the solicitation of proxies from stockholders in
connection with the pending acquisition of Momentive (the
“Transaction”). Momentive plans to file a proxy statement (the
“Transaction Proxy Statement”) with the Securities and Exchange
Commission (the “SEC”) in connection with the solicitation of
proxies to approve the Transaction. Additional information
regarding such participants, including their direct or indirect
interests, by security holdings or otherwise, will be included in
the Transaction Proxy Statement and other relevant documents to be
filed with the SEC in connection with the Transaction. Information
relating to the foregoing can also be found in Momentive’s
definitive proxy statement for its 2022 Annual Meeting of
Stockholders (the “2022 Proxy Statement”), which was filed with the
SEC on April 25, 2022. To the extent that holdings of Momentive’s
securities have changed since the amounts printed in the 2022 Proxy
Statement, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Promptly after filing the definitive Transaction Proxy Statement
with the SEC, Momentive will mail the definitive Transaction Proxy
Statement and a WHITE proxy card to each stockholder entitled to
vote at the special meeting to consider the Transaction.
STOCKHOLDERS ARE URGED TO READ THE TRANSACTION PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS THAT MOMENTIVE WILL FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders may obtain, free of charge, the preliminary and
definitive versions of the Transaction Proxy Statement, any
amendments or supplements thereto, and any other relevant documents
filed by Momentive with the SEC in connection with the Transaction
at the SEC’s website (http://www.sec.gov). Copies of Momentive’s
definitive Transaction Proxy Statement, any amendments or
supplements thereto, and any other relevant documents filed by
Momentive with the SEC in connection with the Transaction will also
be available, free of charge, at Momentive’s investor relations
website at investor.momentive.ai.
Forward-Looking Statements
This communication contains forward-looking statements that
involve risks and uncertainties, including statements regarding:
the Transaction, including the expected timing of the closing of
the Transaction; considerations taken into account by Momentive’s
Board of Directors in approving the Transaction; and expectations
for Momentive following the closing of the Transaction. If any of
these risks or uncertainties materialize, or if any of Momentive’s
assumptions prove incorrect, Momentive’s actual results could
differ materially from the results expressed or implied by these
forward-looking statements. Additional risks and uncertainties
include those associated with: (i) the possibility that the
conditions to the closing of the Transaction are not satisfied,
including the risk that required approvals from Momentive’s
stockholders for the Transaction or required regulatory approvals
to consummate the Transaction are not obtained, on a timely basis
or at all; (ii) the occurrence of any event, change or other
circumstances that could give rise to the right to terminate the
Transaction, including in circumstances requiring Momentive to pay
a termination fee; (iii) uncertainties as to the timing of the
consummation of the Transaction and the ability of each party to
consummate the Transaction; (iv) the nature, cost and outcome of
any legal proceeding that may be instituted against Momentive and
others relating to the Transaction; (v) economic, market,
financial, business or geopolitical conditions (including resulting
from the inflationary pressures, rising interest rates, supply
chain disruptions, the COVID-19 pandemic, civil unrest or military
conflict) or competition, or changes in such conditions, negatively
affecting Momentive’s business, operations and financial
performance; (vi) the effect of the announcement or pendency of the
Transaction on our business relationships, customers, operating
results and business generally, including risks related to the
diversion of the attention of Momentive management or employees
during the pendency of the Transaction; (vii) the amount of the
costs, fees, expenses and charges related to the merger agreement
or the Transaction; (viii) the risk that our stock price may
fluctuate during the pendency of the Transaction and may decline
significantly if the Transaction is not completed; (ix) possible
disruption related to the Transaction to Momentive’s current plans
and operations, including through the loss of customers and
employees; and (x) other risks and uncertainties detailed in the
periodic reports that Momentive files with the SEC, including
Momentive’s Annual Report on Form 10-K filed with the SEC on
February 17, 2023, and subsequent filings which may be obtained at
Momentive’s investor relations website at investor.momentive.ai.
All forward-looking statements in this communication are based on
information available to Momentive as of the date of this
communication, and Momentive does not assume any obligation to
update the forward-looking statements provided to reflect events
that occur or circumstances that exist after the date on which they
were made, except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230313005820/en/
Investor Relations Contact: Gary J. Fuges, CFA
investors@momentive.ai
Media Contact: Katie Miserany pr@momentive.ai
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