Combination with Informa Tech’s Digital
Businesses Remains On Track to Close in the Fourth Quarter of
2024
TechTarget (Nasdaq: TTGT), the global leader in B2B technology
purchase intent data and services, today announced that it has
rescheduled its previously announced Investor Day to take place
after the closure of the transaction with Informa Tech’s Digital
Businesses. This continues to be expected in the fourth quarter of
2024, subject to approval by TechTarget shareholders and the
satisfaction of other customary closing conditions. The later date
will ensure the event can fully focus on the newly combined
company’s vision, growth outlook and new product opportunities.
TechTarget will confirm the new date and time once the transaction
timetable is finalized.
Additional Information and Where to Find It
In connection with the proposed transaction (the “proposed
transaction”), Toro CombineCo, Inc. (“NewCo”) filed with the
Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 (File No. 333-280529) containing a
preliminary proxy statement of TechTarget, Inc. (“TechTarget”) that
also constitutes a preliminary prospectus of NewCo (the “Proxy
Statement/Prospectus”). The Proxy Statement/Prospectus is not final
and may be amended. A definitive Proxy Statement/Prospectus will be
mailed to stockholders of TechTarget. TechTarget and NewCo may also
file other documents with the SEC regarding the proposed
transaction. This communication is not a substitute for any proxy
statement, registration statement or prospectus, or any other
document that TechTarget or NewCo (as applicable) may file with the
SEC in connection with the proposed transaction. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, TECHTARGET INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE
PRELIMINARY PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS THAT ARE FILED OR WILL BE FILED BY TECHTARGET OR NEWCO
WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY
BECOME AVAILABLE, BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED
MATTERS. TechTarget investors and security holders may obtain free
copies of the preliminary Proxy Statement/Prospectus filed on June
27, 2024 (as amended on September 4, 2024) and will be able to
obtain copies of the definitive Proxy Statement/Prospectus (when it
becomes available), as well as other filings containing important
information about TechTarget, NewCo, and other parties to the
proposed transaction (including Informa PLC (“Informa”)), without
charge through the website maintained by the SEC at www.sec.gov.
Copies of the documents filed with the SEC by TechTarget will be
available free of charge under the tab “Financials” on the
“Investor Relations” page of TechTarget’s internet website at
investor.techtarget.com or by contacting TechTarget’s Investor
Relations Department at investor@techtarget.com.
Participants in the Solicitation
TechTarget, NewCo and Informa, and their respective directors
and certain of their respective executive officers and employees
may be deemed to be participants in the solicitation of proxies
from TechTarget’s stockholders in connection with the proposed
transaction. Information regarding the directors of Informa is
contained in Informa’s annual reports and accounts available on
Informa’s website at https://www.informa.com/investors and in the
National Storage Mechanism at
data.fca.org.uk/#/nsm/nationalstoragemechanism. Information
regarding the directors and executive officers of TechTarget is
contained in TechTarget’s proxy statement for its 2024 annual
meeting of stockholders, filed with the SEC on April 17, 2024, and
in other documents subsequently filed with the SEC. Additional
information regarding the participants in the proxy solicitations
and a description of their direct or indirect interests, by
security holdings or otherwise, is included in the preliminary
Proxy Statement/Prospectus filed on June 27, 2024 (as amended on
September 4, 2024), and will be contained in the definitive Proxy
Statement/Prospectus and other relevant materials that are filed or
will be filed with the SEC (when they become available). These
documents can be obtained free of charge from the sources indicated
above.
No Offer or Solicitation
This press release is for informational purposes only and is not
intended to and does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any offer, solicitation
or sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking” statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 that involve
substantial risks and uncertainties. All statements, other than
historical facts, are forward-looking statements, including:
statements regarding the expected timing and structure of the
proposed transaction; the ability of the parties to complete the
proposed transaction considering the various closing conditions;
the expected benefits of the proposed transaction, such as improved
operations, enhanced revenues and cash flow, synergies, growth
potential, market profile, business plans, expanded portfolio and
financial strength; the competitive ability and position of NewCo
following completion of the proposed transaction; legal, economic,
and regulatory conditions; and any assumptions underlying any of
the foregoing. Forward-looking statements concern future
circumstances and results and other statements that are not
historical facts and are sometimes identified by the words “may,”
“will,” “should,” “potential,” “intend,” “expect,” “endeavor,”
“seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,”
“believe,” “plan,” “could,” “would,” “project,” “predict,”
“continue,” “target,” or the negatives of these words or other
similar terms or expressions that concern TechTarget’s or NewCo’s
expectations, strategy, priorities, plans, or intentions.
Forward-looking statements are based upon current plans, estimates,
and expectations that are subject to risks, uncertainties, and
assumptions. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated or
anticipated by such forward-looking statements. We can give no
assurance that such plans, estimates, or expectations will be
achieved, and therefore, actual results may differ materially from
any plans, estimates, or expectations in such forward-looking
statements.
Important factors that could cause actual results to differ
materially from such plans, estimates, or expectations include,
among others: that one or more closing conditions to the proposed
transaction, including certain regulatory approvals, may not be
satisfied or waived, on a timely basis or otherwise, including that
a governmental entity may prohibit, delay, or refuse to grant
approval for the consummation of the proposed transaction, may
require conditions, limitations, or restrictions in connection with
such approvals or that the required approval by the shareholders of
TechTarget may not be obtained; the risk that the proposed
transaction may not be completed in the time frame expected by
TechTarget, NewCo or Informa, or at all; unexpected costs, charges,
or expenses resulting from the proposed transaction; uncertainty of
the expected financial performance of NewCo following completion of
the proposed transaction; failure to realize the anticipated
benefits of the proposed transaction, including as a result of
delay in completing the proposed transaction or integrating the
relevant portion of Informa tech digital businesses with the
business of TechTarget; the ability of NewCo to implement its
business strategy; difficulties and delays in achieving revenue and
cost synergies of NewCo; the occurrence of any event that could
give rise to termination of the proposed transaction; potential
litigation in connection with the proposed transaction or other
settlements or investigations that may affect the timing or
occurrence of the proposed transaction or result in significant
costs of defense, indemnification, and liability; evolving legal,
regulatory, and tax regimes; changes in economic, financial,
political, and regulatory conditions, in the United States and
elsewhere, and other factors that contribute to uncertainty and
volatility, natural and man-made disasters, civil unrest,
pandemics, geopolitical uncertainty, and conditions that may result
from legislative, regulatory, trade, and policy changes associated
with the current or subsequent U.S. administration; risks related
to disruption of management time from ongoing business operations
due to the proposed transaction; certain restrictions during the
pendency of the proposed transaction that may impact TechTarget’s
ability to pursue certain business opportunities or strategic
transactions; TechTarget’s, NewCo’s and Informa’s ability to meet
expectations regarding the accounting and tax treatments of the
proposed transaction; the risk that any announcements relating to
the proposed transaction could have adverse effects on the market
price of TechTarget’s common stock; the risk that the proposed
transaction and its announcement could have an adverse effect on
the ability of TechTarget to retain customers and retain and hire
key personnel and maintain relationships with customers, suppliers,
employees, stockholders, strategic partners and other business
relationships and on its operating results and business generally;
market acceptance of TechTarget’s and the relevant portion of
Informa Tech digital businesses’ products and services; the impact
of pandemics and future health epidemics and any related economic
downturns, on TechTarget’s business and the markets in which it and
its customers operate; changes in economic or regulatory conditions
or other trends affecting the internet, internet advertising and
information technology industries; data privacy and artificial
intelligence laws, rules, and regulations; the impact of foreign
currency exchange rates; certain macroeconomic factors facing the
global economy, including instability in the regional banking
sector, disruptions in the capital markets, economic sanctions and
economic slowdowns or recessions, rising inflation and interest
rate fluctuations on TechTarget’s and the relevant portion of
Informa Tech digital businesses’ results and other matters included
in TechTarget’s filings with the SEC, including in Item 1A of its
Annual Report on Form 10-K for the year ended December 31, 2023.
These risks, as well as other risks associated with the proposed
transaction, are more fully discussed the preliminary Proxy
Statement/Prospectus filed on June 27, 2024 (as amended on
September 4, 2024), and will be contained in the definitive Proxy
Statement/Prospectus and other relevant materials that are filed or
will be filed with the SEC (when they become available). While the
list of factors presented here and in the preliminary Proxy
Statement/Prospectus are, and the list of factors to be presented
in definitive Proxy Statement/Prospectus will be, considered
representative, no such list should be considered to be a complete
statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles to the
realization of forward-looking statements. We caution you not to
place undue reliance on any of these forward-looking statements as
they are not guarantees of future performance or outcomes and that
actual performance and outcomes, including, without limitation, our
actual results of operations, financial condition and liquidity,
and the development of new markets or market segments in which we
operate, may differ materially from those made in or suggested by
the forward-looking statements contained in this communication.
Any forward-looking statements speak only as of the date of this
communication. None of TechTarget, NewCo or Informa undertakes any
obligation to update any forward-looking statements, whether as a
result of new information or developments, future events, or
otherwise, except as required by law. Neither future distribution
of this communication nor the continued availability of this
communication in archive form on TechTarget’s website at
investor.techtarget.com or Informa’s website at
www.informa.com/investors should be deemed to constitute an update
or re-affirmation of these statements as of any future date.
About TechTarget
TechTarget (Nasdaq: TTGT) is the global leader in purchase
intent-driven marketing and sales services that deliver business
impact for enterprise technology companies. By creating abundant,
high-quality editorial content across approximately 150 websites
and 1,000 webinars and virtual event channels, TechTarget attracts
and nurtures communities of technology buyers researching their
companies’ information technology needs. By understanding these
buyers’ content consumption behaviors, TechTarget creates the
purchase intent insights that fuel efficient and effective
marketing and sales activities for clients around the world.
TechTarget has offices in Boston, London, Munich, New York,
Paris, Singapore and Sydney. For more information, visit
techtarget.com and follow us on Twitter @TechTarget.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240904265717/en/
TechTarget, Media Contact: Chris Kittredge or Ben
Spicehandler techtarget@fgsglobal.com
TechTarget, Investor Relations: Dan Noreck
dnoreck@techtarget.com
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