TechTarget, Inc. (Nasdaq: TTGT) today announced that the U.S.
Securities and Exchange Commission ("SEC") has declared effective
the registration statement on Form S-4 (as amended, the
"Registration Statement") filed with the SEC related to
TechTarget’s proposed strategic combination with the digital
businesses of Informa’s Informa Tech division previously announced
on January 10, 2024 (the “Proposed Transaction”). TechTarget has
also filed with the SEC the definitive Proxy Statement/Prospectus
for its special meeting of stockholders (the “Special Meeting”),
to, among other things, approve the Proposed Transaction. To access
a copy of the definitive Proxy Statement/Prospectus please visit
www.envisionreports.com/TTGTspecial, the “Investor Materials”
section of TechTarget’s deal facts transaction website
(techtarget.dealfacts.com), or the SEC’s website (www.sec.gov).
TechTarget expects the Proposed Transaction to close in the fourth
quarter of 2024.
The Special Meeting will be held on November 26, 2024, at 10:00
a.m., Eastern Time at the offices of Wilmer Cutler Pickering Hale
and Dorr LLP, 60 State Street, Boston, Massachusetts 02109 for
TechTarget stockholders of record as of the close of business on
October 18, 2024, the record date. At the Special Meeting,
TechTarget’s stockholders will be asked to consider and vote upon
proposals to approve the Proposed Transaction and related
matters.
“We are pleased to reach this important milestone as we continue
our progress towards closing the transaction with Informa Tech’s
digital businesses,” said TechTarget CEO Michael Cotoia. “The
powerful combination of complementary technology, expertise and
data will create a leading global B2B growth accelerator delivering
data-driven solutions to support customers from R&D to
ROI.”
For additional details regarding the Proposed Transaction,
please see the sources described below under, “Additional
Information and Where to Find It.”
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) (the “Registration
Statement”) containing a proxy statement of TechTarget, Inc.
(“TechTarget”) that also constitutes a prospectus of NewCo (the
“Proxy Statement/Prospectus”). The Registration Statement was
declared effective by the SEC on October 25, 2024, and was first
mailed to TechTarget’s stockholders on or about October 25, 2024.
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 DEFINITIVE 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 definitive Proxy
Statement/Prospectus filed on October 25, 2024, 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 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 definitive Proxy
Statement/Prospectus filed on October 25, 2024 and may be contained
in 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 definitive Proxy
Statement/Prospectus filed on October 25, 2024 and may be contained
in 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 definitive Proxy Statement/Prospectus are
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.
© 2024 TechTarget, Inc. All rights reserved. TechTarget and the
TechTarget logo are registered trademarks of TechTarget. All other
trademarks are the property of their respective owners.
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version on businesswire.com: https://www.businesswire.com/news/home/20241028140451/en/
Investor Inquiries Daniel T. Noreck Chief Financial
Officer TechTarget, Inc. 617-431-9449 dnoreck@techtarget.com
investor@techtarget.com
Media Inquiries Garrett Mann Director of Marketing
TechTarget, Inc. 617-431-9371 gmann@techtarget.com
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