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Software Maker Zendesk to Be Bought by Investor Group in $9.5 Billion Cash Deal

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(Bloomberg) -- Software maker Zendesk Inc agreed to be acquired by a group of buyout firms led by Hellman & Friedman and Permira for about $9.5 billion.

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The all-cash transaction offers shareholders $77.50 a share, a premium of 34% over Zendesk’s closing stock price on Thursday, the company said in a statement on Friday. The stock jumped about 29% to $74.75 on the news. Including debt, the deal is valued at about $10.2 billion. The announcement comes after Zendesk said earlier this month that it would remain independent after failing to find a potential buyer.

The San Francisco-based company said June 9 that it would no longer seek to sell itself after a strategic review that reached out to 16 potential strategic partners and 10 financial sponsors. Ultimately, “no actionable proposals were submitted,” Zendesk said in a statement, and final bidders cited “adverse market conditions and financing difficulties at the end of the process.”

In February, Zendesk received an unsolicited takeover offer from buyout firms that valued the company at $127 to $132 a share. Those firms included Hellman & Friedman, Advent International and Permira, Bloomberg reported. That offer came a few weeks before Zendesk dropped its effort to buy SurveyMonkey’s parent, Momentive Global Inc., saying it failed to garner the necessary support from its shareholders to go through with the acquisition.

Outlook Changed

The lower price Zendesk ultimately accepted reflects how the company’s business momentum and long-term outlook has changed since February, according to people familiar with the matter, who asked to not be identified because the details are private.

The buyout firms also didn’t have as good a grasp on Zendesk’s prospects when they made their offer in February, as the bid was based on publicly available information, the people said. They only got to look at Zendesk’s books after the Momentive deal died and it began talking with other suitors, they said.

The new offer started coming together about a week ago, when Hellman & Friedman and Permira came back with a fully financed bid and the parties hammered out the latest price, the people added.

Representatives for Zendesk and Hellman & Friedman declined to comment on how the deal came together. Representatives for Permira didn’t respond to requests for comment.

Zendesk had agreed to buy Momentive in October in an all-stock transaction valued at roughly $4 billion at the time. The transaction was met with a dramatic sell-off in both companies as investors balked at the tie-up. Zendesk shareholder Janus Henderson Group Plc came out against the acquisition and Jana Partners, an activist investor, also urged shareholders to reject the deal.

Zendesk, which makes customer service software, had said it would gain from Momentive’s market research products. The shares have declined 51% since the deal was announced Oct. 28 through Thursday.

(Adds additional background in fifth paragraph)

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