Corrected: UPDATE 2-ISS, Glass Lewis urge Zendesk investors vote against Momentive deal

Momentive Global

11/02/2022 13:54

(Adds details of planned merger, interest in Zendesk)
    By Svea Herbst-Bayliss
    BOSTON, Feb 11 (Reuters) - Proxy advisory firm Glass, Lewis
& Co is telling investors in Zendesk  ZEN.N  to vote against a
planned takeover of Momentive Global  MNTV.O , the parent
company of web-based surveys Survey Monkey, arguing the company
is not well positioned to follow through on the planned deal.
   "We believe Zendesk's proposed acquisition of Momentive could
readily be characterized as a case of, 'ready, fire, aim',"
Glass Lewis analysts wrote in a note, adding, "we recommend
shareholders vote AGAINST this proposal."
    The report was released to clients overnight and a copy was
seen by Reuters. Shareholders will be asked to vote on the deal
later this month and many follow the recommendations of Glass
Lewis and its larger competitor, Institutional Shareholder
Services Inc.
    Zendesk agreed to buy Momentive in October in an all-cash
deal valued at roughly $4 billion. Investors, including activist
hedge fund Jana Partners, quickly spoke out against the
proposal, criticizing its financial merit and logic.
    Glass Lewis agreed and wrote: "We do not believe Zendesk
investors — perhaps seeking some stability in the wake of the
Company's seesawing quarterly performance — have been afforded
persuasive reason to conclude the Company is well positioned to
efficiently realize the lofty objectives underpinning the
Momentive transaction."
    On Thursday, Zendesk said that it had received takeover
interest of its own but had rejected a $127 to $132 a share bid
and wanted to push on with plans to buy Momentive.  urn:newsml:reuters.com:*:nL4N2UL474

 (Reporting by Svea Herbst-Bayliss; editing by Jason Neely and
Nick Zieminski)
 ((svea.herbst@thomsonreuters.com; +617 856 4331; Reuters
Messaging: svea.herbst.thomsonreuters.com@reuters.net))