Jana Partners may have a three-pronged plan to build value at Zendesk

Jana Partners may have a three-pronged plan to build value at Zendesk

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Firm: Zendesk Inc. (ZEN)

Activist: Jana Partners

What’s Happening?

Behind the Scenes:

The first thing that Jana can do to create value for shareholders is lead the fight against the merger of Zendesk and Momentive. Jana makes several good points as to why this deal should not happen including: (i) the company is making its largest ever acquisition at a premium valuation using undervalued equity; (ii) it goes against the company’s successful historic strategic focus and direction; (iii) Zendesk was already experiencing execution issues with its current business; and (iv) it makes Zendesk much less attractive to a potential acquirer of its business.

But you do not need to take Jana’s word on this – the market has spoken loudly. Since the deal was announced, Zendesk’s stock is down nearly 20% and Momentive is down roughly 25% (as of market close Dec. 3) in an otherwise flat market. Moreover, Momentive shareholders are not too happy with it either – activist investor and Momentive shareholder Legion Partners quickly came out in opposition of the deal. This deal is so dangerous that it might presumably be one of many few, if any, mergers in historical past to be voted down by either side. Simply terminating this deal alone ought to create great worth for shareholders.

As soon as that occurs, the second factor Jana might do to create shareholder worth like they’ve finished in lots of different firms is bringing an skilled and recent perspective to the board. Given the execution points the corporate has been experiencing and this latest misstep, the board and administration might actually profit from including a shareholder orientation. As Jana does with most of their energetic engagements, and as they allude to of their letter, they’re working with a group of public firm administrators and executives with related business expertise who would possible be glorious board candidates. The corporate’s CEO, Mikkel Svane, can be its founder, and he’s clearly good however he won’t be one of the best particular person to run the day-to-day operations of a public firm. Furthermore, the lead director, Carl Bass, will not be a fan of activists: When engaged by activists as CEO of Autodesk he referred to as them sports activities followers who assume they know greater than the coaches and house owners. Lower than one yr later, he was not CEO of Autodesk. If he isn’t cautious, he can expertise an analogous final result right here as he’s up for re-election in 2022.

One of the best factor the board can do for itself is promptly determine to terminate the merger settlement as a response to the desire of the shareholders. If as an alternative the settlement is terminated as a result of shareholders vote in opposition to it, because it seems it will likely be, historical past has proven that this can be a large endorsement for the activist and in opposition to administration and can permit the activist to stroll on to the board subsequent annual assembly in the event that they select to take action. Additional, ultimately yr’s annual assembly there have been already indicators of shareholder discontent – Hilarie Koplow-McAdams and Michelle Wilson, two of the three administrators voted on, obtained 40.04% and 37.43% of votes in opposition to them.

This case would result in the third worth creation alternative right here – a sale of the corporate to a strategic. Again in 2016, when Salesforce board member Colin Powell’s electronic mail was hacked it was disclosed that Zendesk was on Salesforce’s M&A goal listing however that their view was that the Zendesk CEO was not thinking about promoting. Likewise, personal fairness has proven curiosity with nothing to indicate for it. Effectively, an activist concerned usually places an organization in pseudo-play, and a board that’s on the precipice of shedding a proxy battle out of the blue will get incentivized to promote the corporate in the event that they assume they’ll be out someway.

Ken Squire is the founder and president of 13D Monitor, an institutional analysis service on shareholder activism, and the founder and portfolio supervisor of the 13D Activist Fund, a mutual fund that invests in a portfolio of activist 13D investments.

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