TechTarget, Inc. (Nasdaq: TTGT) (“Informa TechTarget”) today
announced the expiration and final results of its previously
announced offers to purchase (each, an “Offer” and together the
“Offers”) any and all of Informa TechTarget’s outstanding 0.125%
Convertible Senior Notes due 2025 (the “2025 Notes”) and 0.000%
Convertible Senior Notes due 2026 (the “2026 Notes” and, together
with the 2025 Notes, the “Notes”). The Offers expired at 5:00 p.m.,
New York City time, on January 23, 2025.
The Offers were required to be made as a result of the
transactions consummated on December 2, 2024 (the “Closing Date”)
pursuant to the Agreement and Plan of Merger, dated as of January
10, 2024, among TechTarget Holdings Inc. (formerly known as
TechTarget, Inc.), Informa TechTarget, Toro Acquisition Sub, LLC,
Informa PLC, Informa US Holdings Limited, and Informa Intrepid
Holdings Inc. (the “Transactions”). Under the terms of the
indentures governing the Notes (the “Indentures”), the Transactions
constituted a Fundamental Change (as defined in each of the
Indentures), and Informa TechTarget was required to offer to
repurchase the Notes for cash at a purchase price equal to 100% of
the aggregate principal amount of the Notes to be repurchased,
plus, in the case of the 2025 Notes, accrued and unpaid interest on
the 2025 Notes to, but excluding, January 24, 2025.
As of the expiration time (a) $3,040,000 aggregate principal
amount of the 2025 Notes, representing 100% of the 2025 Notes
outstanding, and (b) $413,993,000 aggregate principal amount of the
2026 Notes, representing approximately 99.9% of the 2026 Notes
outstanding, were validly tendered (and not validly withdrawn)
pursuant to the applicable Offer. Informa TechTarget has accepted
for repurchase all Notes that were validly tendered (and not
validly withdrawn) prior to the expiration time. All 2026 Notes not
tendered for purchase will remain outstanding.
In addition, during the period in which the Offers were open,
holders of Notes were entitled to convert their Notes in whole or
in part (in a principal amount of $1,000 or an integral multiple
thereof) at the applicable conversion rate. During such period, no
Notes were surrendered for conversion.
Informa TechTarget expects to pay in cash approximately
$3,040,412 for the repurchase of the 2025 Notes, including
interest, and approximately $413,993,000 for the repurchase of the
2026 Notes, in each case, on the date hereof. After settlement of
all Notes surrendered for repurchase, $7,000 aggregate principal
amount of the 2026 Notes will remain outstanding and none of the
2025 Notes will remain outstanding.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any offer or sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful. The offers to
purchase were made only pursuant to the Offers to Purchase and the
Schedule TO filed with the Securities and Exchange Commission.
Holders of the Notes may obtain a free copy of the tender offer
statement on Schedule TO, the Offers to Purchase and other
documents that Informa TechTarget filed with the Securities and
Exchange Commission at the Securities and Exchange Commission’s
website at www.sec.gov or by contacting U.S. Bank Trust Company,
National Association, the trustee, paying agent and conversion
agent for the tender offers, at the following address: c/o 111
Fillmore Avenue St. Paul, MN 55107-1402.
About Informa TechTarget
TechTarget, Inc. (Nasdaq: TTGT), which also refers to itself as
Informa TechTarget, informs, influences and connects the world’s
technology buyers and sellers, helping accelerate growth from
R&D to ROI.
With a vast reach of over 220 highly targeted
technology-specific websites and over 50 million permissioned
first-party audience members, Informa TechTarget has a unique
understanding of and insight into the technology market.
Underpinned by those audiences and their data, we offer
expert-led, data-driven, and digitally enabled services that have
the potential to deliver significant impact and measurable outcomes
to our clients:
- Trusted information that shapes the industry and informs
investment
- Intelligence and advice that guides and influences
strategy
- Advertising that grows reputation and establishes thought
leadership
- Custom content that engages and prompts action
- Intent and demand generation that more precisely targets and
converts
Informa TechTarget is headquartered in Boston, MA and has
offices in 19 global locations. For more information, visit
informatechtarget.com and follow us on LinkedIn.
© 2025 TechTarget, Inc. All rights reserved. All trademarks are
the property of their respective owners.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements”. All
statements, other than historical facts, are forward-looking
statements, including: statements regarding the expected benefits
of the Transactions, 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 Informa TechTarget; 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 Informa TechTarget’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: unexpected costs, charges, or expenses resulting from
the Transactions; uncertainty regarding the expected financial
performance of Informa TechTarget; failure to realize the
anticipated benefits of the Transactions, including as a result of
integrating the Informa Tech Digital Businesses with the business
of Former TechTarget; the ability of Informa TechTarget to
implement its business strategy; difficulties and delays in Informa
TechTarget achieving revenue and cost synergies; 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. administrations; Informa
TechTarget’s ability to meet expectations regarding the accounting
and tax treatments of the Transactions; market acceptance of
Informa TechTarget’s products and services; the impact of pandemics
and future health epidemics and any related economic downturns on
Informa TechTarget 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 IT
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 the
operating results of Informa TechTarget; and other matters included
in Risk Factors of Informa TechTarget’s definitive proxy
statement/prospectus filed by Informa TechTarget pursuant to Rule
424(b)(3) on October 25, 2024 relating to the registration
statement on Form S-4 (File No. 333-280529) initially filed with
the United States Securities and Exchange Commission (the “SEC”) on
June 27, 2024, and declared effective by the SEC on October 25,
2024 and other documents filed by Informa TechTarget from time to
time with the SEC. This summary of risks and uncertainties should
not be considered to be a complete statement of all potential risks
and uncertainties that may affect Informa TechTarget. Other factors
may affect the accuracy and reliability 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. Actual performance and outcomes,
including, without limitation, Informa TechTarget’s actual results
of operations, financial condition and liquidity, may differ
materially from those made in or suggested by the forward-looking
statements contained in this press release.
Any forward-looking statements speak only as of the date of this
press release. None of Informa TechTarget, its affiliates, advisors
or representatives, undertake 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. Readers are cautioned not to place undue reliance on any of
these forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20250124810412/en/
Media Inquiries Garrett Mann Vice
President, Corporate Communications Informa TechTarget
garrett.mann@informatechtarget.co
Investor Inquiries Daniel Noreck
Chief Financial Officer Informa TechTarget
dan.noreck@informatechtarget.co
TechTarget (NASDAQ:TTGT)
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