| Filed by Informa PLC | |
| Pursuant to Rule 425 under the Securities Act of 1933 | |
| and deemed filed pursuant to Rule 14a-12 under | |
| the Securities Exchange Act of 1934 | |
| Subject Company: TechTarget, Inc. | |
| Commission File No.: 001-33472 |
The following email was sent by Gary Nugent, CEO of Informa PLC's Informa Tech division, to employees in the Informa Tech division on January 11, 2024.
Dear all
In the past couple of hours, you will have seen or will be waking up to some big news for all of us at Informa Tech. It represents a leap forward in our ambitions to grow, scale and serve the B2B tech community in even more and better ways, but we’ll be following a slightly different path in the future.
As Stephen has shared, Informa has signed an exciting agreement with TechTarget. The proposal is that later this year (subject to customary conditions), our digital businesses inside Informa Tech - Omdia, Canalys and Wards Intelligence, our specialist Media brands, Industry Dive and NetLine – will combine with TechTarget, creating a new, scale company and a leader in B2B data and market access.
Informa will be a majority owner in New TechTarget and the business will be listed on the US Nasdaq stock exchange.
Separately, and again later this year, our events businesses will join Informa Connect, where they will form a new Tech vertical led by Marco Pardi. Our brands will be able to draw on all the benefits of being part of a dedicated Live and On Demand Events leader, with a particular strength in content-led events, that is on course to be a $1bn business.
For IIRIS and Engage, the future is also about further opportunity within Informa.
IIRIS will join the Technology Services & Solutions team within Global Support reporting into Jeremy Davies. This area is already home to a number of scale platforms and teams who work with businesses across Informa on common, effective data and technology solutions.
For the Engage business, we will be working through the best future reporting line and divisional home for the team’s continued success in the months ahead.
Agreements and combinations like this take time and have some customary approvals to obtain as well as other conditions. As such, we expect it will be the second half of the year before New TechTarget will come to life and both companies will continue to operate separately until that time.
So nothing changes today – we all have our plans for 2024, those are underway, and delivering our targets is paramount if we are to hit the ground running and be successful at New TechTarget and Informa Connect.
But I wanted to take this moment to thank everyone. I am incredibly proud of what we have achieved together in the five years of Informa Tech. When these combinations complete, Informa Tech will no longer be a division because we have grown, added, invested and reached a point where our businesses are able to take on even greater opportunity. That’s down to the hard work and contribution of each and every one of you – so thank you.
A few points around New TechTarget it is worth mentioning.
We are creating a Combination Team – a group of senior colleagues from TechTarget and Informa Tech who will start assessing how our complementary digital businesses and New TechTarget can be most successful once the agreement closes. They will report back to everyone with a first update by the end of Q1.
One decision we have already made is that Omdia will be a standalone business in the future, enabling it to become an even more distinctive provider of specialist research to the Enterprise Tech sector, which will only be helped by being within New TechTarget when the combination takes place. Bill Morelli will be President, and Canalys and Wards Intelligence will become part of Omdia over time and through that combination process.
The plan is that also I will take up the role of CEO of New TechTarget when that time comes, and relocate to the US to lead the combined business.
There will be lots of chances to find out more in the months ahead. For anyone who might be wondering what this means personally, I would emphasise that the principle behind all of these developments is creating more opportunity and more growth, and again, that nothing is changing today.
This, and the creation of New TechTarget in particular, is a unique opportunity and set of circumstances in our division. As such, Informa is making a commitment specific to this situation and period.
To provide Informa Tech colleagues with confidence and certainty through this period of change, and to ensure we all stay focused on the day-to-day, Informa is committing that for any Informa Tech colleague who might find themselves affected by any localised role reductions during 2024, the Company will underwrite all Informa Tech colleagues’ pay for the full year, over and above any severance entitlement.
We will look at getting together on an Informa Tech All Hands in the near future, but in the meantime, please do join the investor presentations Informa and TechTarget are each holding on Thursday, and of course Stephen’s Informa Town Hall on Thursday 11 January at 4pm UK / 11am ET / 8am PT too.
Best
Gary
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. 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/ 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 communication 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 communication 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 should be deemed to constitute an update or re-affirmation of these statements as of any future date.