REG - Informa PLC - Informa Tech businesses to combine with TechTarget

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11/01/2024 07:00

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RNS Number : 3180Z  Informa PLC  10 January 2024

 Informa LEI: 5493006VM2LKUPSEDU20

Informa PLC: Press Release

10 January 2024

New TechTarget: Informa accelerates in B2B Digital Services

Informa Tech digital businesses to combine with TechTarget to create a leading
US-listed platform in B2B Data and Market Access

Informa (LSE: INF.L), the international B2B Events, B2B Digital Services and
Academic Markets Group, today announced an agreement to combine Informa Tech's
digital businesses with TechTarget to create US-listed New TechTarget.

 Stephen A. Carter, Group Chief Executive, Informa, said:

 "Today we significantly strengthen Informa's position in the growing B2B
 Digital Services market, creating a platform to serve B2B customers at scale
 digitally, as we already do in Live & On-Demand B2B Events."

 He added: "Over the last three years, Informa has built a proprietary first
 party data platform, IIRIS, and expanded our position in the B2B Digital
 Services market. Now, through a majority shareholding in US-listed TechTarget,
 we are positioning this business firmly where the customers and the value
 are."

Highlights

·      A Leading Platform in B2B Data and Market Access…Informa Tech's
digital businesses (Industry Dive, Omdia (including Canalys), NetLine and our
Digital Media Brands eg Information Week, Light Reading, AI Business) will
combine with US-listed TechTarget to create New TechTarget, a market leader
with annual sales of c.$500m;

·      B2B Digital Acceleration… New TechTarget's focus within B2B
Data and Market Access includes Audience Development (Specialist B2B
Content/Brands, First Party Data), Demand Generation, Buyer Intent, Content
Marketing and Tech Research; The majority of commercial activity is currently
in the US, dominated by Enterprise Technology customers;

·      Value Creation...Long-term growth of the Technology market,
growing demand for B2B Digital Services, combination synergies (c.$45m target
within three years) and new product development provide the ingredients for
significant value creation, with a five-year ambition to double revenues;

·      Fully Consolidated...Informa will contribute Informa Tech's
digital businesses and c.$350m(1) cash for a 57% ownership position in New
TechTarget, consolidating its revenues, profits and cashflows;

 New TechTarget: A Leading Platform in B2B Data and Market Access
 ·  Leading industry brand: TechTarget
 ·  Leading Buyer Intent Platform: Priority Engine
 ·  c.50m Permissioned First Party B2B Audience Data: TechTarget, IIRIS
 ·  220+ Leading Specialist B2B Content & Brands:  TechTarget, Industry
 Dive, Dark Reading
 ·  Leading Tech Research: Omdia, Canalys, Enterprise Strategy Group
 ·  Leading Demand Generation & Engagement Platforms: TechTarget,
 NetLine, BrightTALK
 ·  Leading Content Development Services: BrightTALK, Studio ID

·      First Party Data: The combination further strengthens Informa's
first party data capabilities, with TechTarget's audience data, when combined
with Informa's IIRIS B2B data, delivering a total B2B audience of c.50m;

·      A Controlled Company…New TechTarget will be US-listed on Nasdaq
(Ticker: TTGT), classified as a Controlled Company, and led by Gary Nugent as
CEO (current Informa Tech CEO);

·      Enhanced Financials…Post completion, the combination will
immediately enhance Informa's Revenues and Adjusted Operating Profit and is
expected to be accretive to adjusted Earnings Per Share from 2026, delivering
a post-tax ROIC ahead of long term WACC within three years.

New TechTarget: Informa Accelerates in B2B Digital Services

Informa Tech's digital businesses enter agreement to combine with TechTarget

Informa has reached an agreement to combine Informa Tech's digital businesses
with TechTarget to create New TechTarget, a leading platform in B2B Data and
Market Access.

TechTarget is listed and headquartered in the US, a leading provider of
data-driven B2B products to enterprise technology customers. It delivers new
customers, influences purchasing decisions and drives revenue, based on buyer
intelligence derived from its first party B2B data. TechTarget estimates it
will generate 2024 Revenues of c.$235m and Adjusted EBITDA of c.$73m.

Over the last three years, Informa has been building a position in B2B Digital
Services. We invested in IIRIS to create a B2B customer data platform for
collating, standardising and analysing all the Group's first party B2B data.

We expanded in Specialist Tech Research organically (Omdia), then extended our
B2B digital product portfolio through Industry Dive (Specialist B2B
Content/Brands), NetLine (Demand Generation and Buyer Intent) and most
recently Canalys (Specialist Tech Research).

New TechTarget will combine TechTarget's portfolio of B2B products and brands
(eg Priority Engine, BrightTALK) with Informa Tech's digital businesses -
Industry Dive, Omdia, Canalys and NetLine, as well as the Specialist Digital
Media Brands (eg Information Week, Light Reading, Heavy Reading, AI Business).
In aggregate, it is estimated these digital businesses of Informa Tech will
generate 2024 Revenues of c.$275m and Adjusted EBITDA of c.$50m, which when
combined with TechTarget will mean New TechTarget is estimated to have 2024
revenues of c.$500m and Adjusted EBITDA of c.$120m.

The creation of New TechTarget will accelerate Informa's ambition in B2B
Digital Services, creating a leading platform in B2B Data & Market Access,
an area offering significant growth and value. The addressable customer base
for these products is primarily in the US, dominated by Enterprise Technology
companies. Therefore, we are now planning to locate this combined business
where the customers and the value are, within a US-listed company.

The Combination brings together brands and business that will give New
TechTarget unique strengths in B2B Data & Market Access, including:

·    Scale in Audience Development: Scale in segmented B2B audiences
through a portfolio of 220+ leading Specialist B2B Tech Content Brands, and
leading Tech Research business, Omdia;

·    Scale in First Party B2B Data: The combination of Informa's IIRIS
proprietary data platform with the powerful B2B audience data of New
TechTarget will create unique scale in permissioned first party B2B data, with
access to a total B2B audience of c.50m professionals;

·    Scale in B2B Customer Relationships: Established relationships with
c.8,600 B2B technology customers, focused on Enterprise Technology, including
key C-Suite tech decision makers;

·    Scale in Leading B2B Technology: A leading buyer intent data
platform, Priority Engine, leading Demand Generation platforms,
TechTarget/NetLine, a leading video content marketing platform, BrightTALK,
SEO-enabled content platforms and a growing number of AI-enabled tools that
improve efficiency and enhance customer experience;

·    Scale in Product Breadth: Full end-to-end go-to-market solutions, a
range of B2B products, and significant capacity for new product investment to
further expand the product portfolio;

 

 

 B2B Data and Market Access Platform
 B2B Product                             Description
 Audience Development                    Specialist Business Content/Brands that inform and educate B2B professionals
 Permissioned First Party Audience Data  Profile and behavioural insight on B2B buyers provided through proprietary
                                         subscriptions and interactions with Specialist B2B Content/Brands, including
                                         permission to use data for targeted marketing
 Buyer Intent                            Individual prospect data generation, through tech-enabled analysis of
                                         purchasing intent across segmented B2B audiences
 Specialist Technology Research          Paid subscription-based access to specialist B2B market/product data,
                                         analytics and analysis, and custom project research that informs market,
                                         product and go-to-market strategy
 Demand Generation and Engagement        Brand awareness and targeted lead generation through data-driven analysis of
                                         segmented B2B audiences
 Content Development                     Creation of bespoke content for B2B vendors looking to reach specialist B2B
                                         audiences

Informa Connect further expands through Informa Tech's Events portfolio

Informa Connect (Content-led Live & On-Demand B2B Events) will assume the
management and operating responsibility for Informa Tech's portfolio of 20+
Live and On-Demand Technology Events (eg Black Hat, Game Developer Conference
(GDC), Enterprise Connect, AfricaCom, The AI Summit). This will expand the
Informa Connect portfolio into a sixth growth market (Biotech & Life
Sciences, Finance, Foodservice, Anti-Aging & Aesthetics, Lifestyle and now
Technology) and take annual revenues to over $1bn.

New TechTarget Value Creation

Informa is contributing its Informa Tech digital businesses and c.$350m(1)
cash in exchange for a 57% majority ownership position in New TechTarget. This
will be effected by the issue of approximately 40m new shares of common stock
to a wholly owned subsidiary of Informa PLC.

On completion, TechTarget's current shareholders will receive a c.$350m(1)
cash distribution and a 43% ownership position in the New TechTarget business,
which will be a US listed business on the Nasdaq stock exchange, trading under
the ticker symbol TTGT and will be a Controlled Company.

Annualised net synergies of c.$45m are targeted within three years, including
c.$25m cost efficiencies from real estate, software, systems and other
overheads, and c.$20m incremental revenue benefits through expanded data
access, cross-promotion and cross-selling targeted across the combined
customer base.

New TechTarget will be fully consolidated by Informa, immediately enhancing
Group Revenues and Adjusted Operating Profit post-completion in 2024. The
transaction is expected to be neutral to adjusted earnings in 2025 and
accretive thereafter, and to deliver a return on invested capital above
Informa's long-term cost of capital within three years.

Growth in Technology, growing demand for data-driven B2B products

The long-term growth dynamics of the Technology sector remain strong and,
within it, the increasing use of data-driven products that deliver
differentiated Research, Demand Generation and Buyer Intent. Today's agreement
will give Informa scale in the US, the leading market for these products, a
leading market brand in New TechTarget, valuable operating synergies and
highly experienced operating management, all within a US listed company.

The creation of New TechTarget will provide both sets of shareholders with a
balance of immediate benefits and longer-term returns, with the primary focus
on the significant value that will be generated by creating a scale position
in B2B Data and Market Access.

New TechTarget will target double-digit organic revenue growth, 35%+ Adjusted
EBITDA margins and strong free cash flow conversion within three years of
completion, and a forward ambition is to generate $1billion in annual revenues
within five years of closing.

 Combination Value Creation
 Informa Value Creation                                   TechTarget Value Creation
 ·   Access to a leading brand                            ·   Immediate cash payment to shareholders (c.$350m(1))
 ·   Scale in the US (where the customers/value are)      ·   Value premium on Day 1
 ·   US listing (Nasdaq)                                  ·   Participation in combination upside
 ·   Specialist talent and management                     ·   Increased market capitalisation
 ·   Fully consolidated financials                        ·   Diversification of revenue via paid subscriptions
 ·   A Controlled Company                                 ·   Scale in Specialist Tech Research via Omdia/Canalys/ESG
 ·   Expanded access to intent-based first party data     ·   Expanded access to intent-based first party data
 ·   Operational scale benefits                           ·   Operational scale benefits
 ·   Operating synergies                                  ·   Operating synergies
 ·   Scale player in long-term growth market              ·   Scale player in long-term growth market

Leadership

New TechTarget will be headquartered in Newton (Boston), Massachusetts. Gary
Nugent (currently CEO of Informa Tech) will become the CEO of New TechTarget.
Michael Cotoia (currently CEO of TechTarget), will become Special Advisor to
the CEO, supporting the effective combination of the businesses and delivery
of New TechTarget's growth and performance targets. Both have significant
domain expertise and experience, as well as deep, long-term customer
relationships in the Enterprise Technology market.

The Board of Directors of New TechTarget post completion will initially
consist of nine Directors, including the CEO and Chair. The Non-Executive
Directors will combine leadership and relevant experience, including:

Stephen A. Carter (Informa Group Chief Executive), Alex Roth (Informa Strategy
Director), Sally Ashford (Informa HR Director), representing Informa's
shareholding.

The other non-Executive Directors include David Flaschen (Non-Executive
Director of Nasdaq-listed Paychex and current/retiring Informa PLC
Non-Executive Director), Don Hawk (TechTarget Co-Founder and current Executive
Director), Christina Van Houten (TechTarget Independent Director), Perfecto
Sanchez (TechTarget Independent Director).

In addition, a new Chair of the Board will be appointed with US listed company
and relevant market knowledge and experience.

Path to Completion

The Boards of Informa PLC and TechTarget have unanimously approved the
Combination. The proposed transaction is expected to complete in the second
half of 2024, subject to TechTarget majority shareholder approval and
customary regulatory approvals and other conditions.

Gary Nugent, Chief Executive, Informa Tech, said:

"Today we are creating a leading platform in B2B Data and Market Access that
combines specialist brands, specialist content and cutting-edge technology,
all underpinned by unique B2B audiences and proprietary First Party Data,
providing B2B buyers with more opportunities to influence purchasing
decisions, identify new customers and drive revenue."

Michael Cotoia, Chief Executive, TechTarget, said:

"We believe that the importance of permission-based audiences and first party
data is growing exponentially, and this combination positions New TechTarget
to capitalize on these impactful trends by increasing our first-party intent
signals, archive of original content, traffic footprint and size of our
permission-based audience. I look forward to working with Informa Tech CEO,
Gary Nugent, to combine our talented teams, drive new growth opportunities and
unlock the full potential of this combination."

Investor Presentations

Informa PLC

Informa will host an investor presentation at 11am UK time on 11 January 2024,
focusing on its strong trading performance in 2023, the outlook for 2024, and
today's announcement on TechTarget. This will be held in person at its offices
at 240 Blackfriars, London, SE1 and webcast live via www.informa.com
(http://www.informa.com) , hosted by Group Chief Executive, Stephen A. Carter
and Group Finance Director, Gareth Wright. They will be joined by the Informa
Tech CEO, Gary Nugent and TechTarget Chief Executive, Michael Cotoia.

The live webcast can be accessed via www.informa.com (http://www.informa.com)
or via https://brrmedia.news/INF_CU24 (https://brrmedia.news/INF_CU24) .

For those participants that would like to ask questions, the dial in is as
follows:

Password if prompted: Informa Update

UK: 0808 109 0700 or +44 (0)330 551 0200

 

TechTarget

Separately, TechTarget will host a conference call to discuss the proposed
combination of Informa Tech's digital businesses with TechTarget. This will be
held at 8.30am EST / 1.30pm UK Time on 11 January 2024, led by TechTarget
Chief Executive Michael Cotoia, TechTarget Finance Director Daniel T. Noreck.
They will be joined by Informa PLC Group Chief Executive Stephen A. Carter and
Informa Tech CEO, Gary Nugent.

The live webcast can be accessed at
https://events.q4inc.com/attendee/433854863
(https://events.q4inc.com/attendee/433854863) or by dialling as follows:

Access Code: 698382

International: 866-813-9403

US: 929-458-6194

 Enquiries
 Stephen A. Carter, Group Chief Executive                  +44 (0) 20 8052 0400
 Gareth Wright, Group Finance Director                     +44 (0) 20 8052 0400
 Richard Menzies-Gow, Director of IR & Communications      +44 (0) 20 8052 2787
 Tim Burt / Simon Duke - Teneo                             +44 (0) 7583 413254 / +44 (0) 7815 779225

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 behaviours, 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.

In 2022, TechTarget reported revenue of $297.5m and income before provision
for income taxes of $57.6m. Its reported gross assets at 30 September 2023
were $687.6m.

About Informa Tech

Informa Tech is a leading provider of market insight and market access to the
global business technology community. Through in-depth expertise and an
engaged audience community, Informa Tech helps business professionals make
better technology decisions and marketers reach the most powerful tech buyers
and influencers in the world. Across its portfolio of over 100+ trusted
brands, Informa Tech has over 1000 industry experts, including over 400
research analysts and consultants in global research group Omdia, and a
monthly audience reach of over 125 million. Informa Tech is a division of FTSE
100 company Informa plc. For more information, visit informatech.com
(https://www.informatech.com/)

The digital businesses of Informa Tech being combined with TechTarget include
Industry Dive (Specialist B2B Content/Brands), Omdia (Specialist Tech
Research), NetLine (Demand Generation and Buyer Intent), and other Specialist
Tech Digital Media Brands (eg Information Week, Light Reading, Heavy Reading,
AI Business).

In 2022, these digital businesses delivered revenue of £220.7m and statutory
profit before tax, post exceptional and amortisation costs of £2.9m.

 

 

Additional Information and Where to Find It

In connection with the proposed transaction (the "proposed transaction")
between Informa and TechTarget, TechTarget CombineCo, Inc. ("NewCo" or, after
the completion of the proposed transaction, "New TechTarget") and TechTarget
will prepare and file relevant materials with the Securities and Exchange
Commission (the "SEC"), including a registration statement on Form S-4 that
will contain a proxy statement of TechTarget that also constitutes a
prospectus of NewCo (the "Proxy Statement/Prospectus"). 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, INVESTORS AND
SECURITY HOLDERS OF TECHTARGET ARE URGED TO READ CAREFULLY AND IN THEIR
ENTIRETY THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE 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 will be able to obtain free copies of the Proxy
Statement/Prospectus (when they become available), as well as other filings
containing important information about TechTarget, NewCo, and other parties to
the proposed transaction (including Informa), without charge through the
website maintained by the SEC at www.sec.gov (http://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 www.TechTarget.com or by contacting
TechTarget's Investor Relations Department at investor@TechTarget.com.

Participants in the Solicitation

Informa, TechTarget, NewCo, 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/
(http://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 2023 annual meeting of stockholders, filed with the
SEC on April 19, 2023, 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, will be contained in the Proxy
Statement/Prospectus and other relevant materials 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 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 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 Informa, TechTarget, or NewCo, 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 the Informa Tech business 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;
Informa's, TechTarget's, and NewCo'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 the Informa Tech business's 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 the
Informa Tech business's 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, 2022 and its Quarterly Report on Form 10-Q for
the quarter ended September 30, 2023. These risks, as well as other risks
associated with the proposed transaction, will be more fully discussed in the
Proxy Statement/Prospectus that will be included in the registration statement
on Form S-4 that will be filed with the SEC in connection with the proposed
transaction. While the list of factors presented here is, and the list of
factors to be presented in registration statement on Form S-4 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 Informa, TechTarget, or NewCo 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
www.TechTarget.com or Informa's website at www.informa.com/investors
(http://www.informa.com/investors/) should be deemed to constitute an update
or re-affirmation of these statements as of any future date.

 

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