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TechTarget Announces Special Meeting Date of November 26, 2024 and Effectiveness of Form S-4 Registration Statement for Proposed Strategic Combination

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TechTarget (TTGT) announced that the SEC has declared effective the registration statement on Form S-4 for its proposed strategic combination with Informa Tech's digital businesses. The company has scheduled a special meeting of stockholders for November 26, 2024, where stockholders of record as of October 18, 2024, will vote on the proposed transaction. The definitive Proxy Statement/Prospectus has been filed with the SEC and mailed to stockholders. The company expects the transaction to close in Q4 2024.

TechTarget (TTGT) ha annunciato che la SEC ha dichiarato efficace la dichiarazione di registrazione sul modulo S-4 per la sua proposta di combinazione strategica con le attività digitali di Informa Tech. L'azienda ha programmato un incontro speciale degli azionisti per il 26 novembre 2024, in cui gli azionisti registrati al 18 ottobre 2024 voteranno sulla transazione proposta. Il Prospetto/Proxy Definitivo è stato inviato alla SEC e distribuito agli azionisti. L'azienda prevede che la transazione si chiuda nel quarto trimestre del 2024.

TechTarget (TTGT) anunció que la SEC ha declarado efectiva la declaración de registro en el Formulario S-4 para su propuesta de combinación estratégica con los negocios digitales de Informa Tech. La empresa ha programado una reunión especial de accionistas para el 26 de noviembre de 2024, donde los accionistas registrados al 18 de octubre de 2024 votarán sobre la transacción propuesta. La Declaración de Representante/Prospecto Definitiva ha sido presentada ante la SEC y enviada a los accionistas. La empresa espera que la transacción se cierre en el cuarto trimestre de 2024.

TechTarget (TTGT)는 SEC가 Informa Tech의 디지털 비즈니스와의 제안된 전략적 결합을 위한 S-4 양식 등록 신청서를 효력 있게 선언했다고 발표했습니다. 회사는 2024년 11월 26일에 주주 특별 회의를 예정하고 있으며, 2024년 10월 18일 기준으로 등록된 주주들이 제안된 거래에 대해 투표할 예정입니다. 최종 위임장/발행 안내서가 SEC에 제출되었고 주주들에게 발송되었습니다. 회사는 거래가 2024년 4분기 내에 종료될 것으로 예상하고 있습니다.

TechTarget (TTGT) a annoncé que la SEC a déclaré efficace la déclaration d'enregistrement au formulaire S-4 pour sa combinaison stratégique proposée avec les activités numériques d'Informa Tech. L'entreprise a prévu une réunion spéciale des actionnaires pour le 26 novembre 2024, où les actionnaires enregistrés au 18 octobre 2024 voteront sur la transaction proposée. La Déclaration de Procuration/Prospectus définitive a été déposée auprès de la SEC et envoyée aux actionnaires. L'entreprise s'attend à ce que la transaction se clôture au quatrième trimestre 2024.

TechTarget (TTGT) hat bekannt gegeben, dass die SEC die Registrierungserklärung auf Formular S-4 für die vorgeschlagene strategische Kombination mit den digitalen Geschäften von Informa Tech für wirksam erklärt hat. Das Unternehmen hat eine außerordentliche Hauptversammlung der Aktionäre für den 26. November 2024 anberaumt, bei der die am 18. Oktober 2024 registrierten Aktionäre über die vorgeschlagene Transaktion abstimmen werden. Die endgültige Hauptversammlung/Prospekt-Erklärung wurde bei der SEC eingereicht und an die Aktionäre versandt. Das Unternehmen erwartet, dass die Transaktion im 4. Quartal 2024 abgeschlossen wird.

Positive
  • Strategic combination with Informa Tech's digital businesses progressing with SEC approval
  • Transaction expected to create a leading global B2B growth accelerator
Negative
  • None.

Insights

The SEC's approval of the Form S-4 registration statement marks a important milestone in TechTarget's strategic combination with Informa Tech's digital businesses. The upcoming special meeting on November 26, 2024, represents a pivotal moment for stockholders to vote on this transformative merger. The effectiveness declaration enables the transaction to proceed toward its anticipated Q4 2024 closing.

The combination would create a significant B2B technology market intelligence entity, merging TechTarget's purchase intent data capabilities with Informa Tech's digital assets. Stockholders of record as of October 18, 2024, should carefully review the detailed Proxy Statement/Prospectus for complete transaction terms and implications before voting.

The regulatory compliance aspects appear thorough, with proper SEC filings and stockholder communication channels established. This structured approach minimizes legal risks and ensures transparent disclosure to all stakeholders.

NEWTON, Mass.--(BUSINESS WIRE)-- TechTarget, Inc. (Nasdaq: TTGT) today announced that the U.S. Securities and Exchange Commission ("SEC") has declared effective the registration statement on Form S-4 (as amended, the "Registration Statement") filed with the SEC related to TechTarget’s proposed strategic combination with the digital businesses of Informa’s Informa Tech division previously announced on January 10, 2024 (the “Proposed Transaction”). TechTarget has also filed with the SEC the definitive Proxy Statement/Prospectus for its special meeting of stockholders (the “Special Meeting”), to, among other things, approve the Proposed Transaction. To access a copy of the definitive Proxy Statement/Prospectus please visit www.envisionreports.com/TTGTspecial, the “Investor Materials” section of TechTarget’s deal facts transaction website (techtarget.dealfacts.com), or the SEC’s website (www.sec.gov). TechTarget expects the Proposed Transaction to close in the fourth quarter of 2024.

The Special Meeting will be held on November 26, 2024, at 10:00 a.m., Eastern Time at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109 for TechTarget stockholders of record as of the close of business on October 18, 2024, the record date. At the Special Meeting, TechTarget’s stockholders will be asked to consider and vote upon proposals to approve the Proposed Transaction and related matters.

“We are pleased to reach this important milestone as we continue our progress towards closing the transaction with Informa Tech’s digital businesses,” said TechTarget CEO Michael Cotoia. “The powerful combination of complementary technology, expertise and data will create a leading global B2B growth accelerator delivering data-driven solutions to support customers from R&D to ROI.”

For additional details regarding the Proposed Transaction, please see the sources described below under, “Additional Information and Where to Find It.”

Additional Information and Where to Find It

In connection with the proposed transaction (the “proposed transaction”), Toro CombineCo, Inc. (“NewCo”) filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (File No. 333-280529) (the “Registration Statement”) containing a proxy statement of TechTarget, Inc. (“TechTarget”) that also constitutes a prospectus of NewCo (the “Proxy Statement/Prospectus”). The Registration Statement was declared effective by the SEC on October 25, 2024, and was first mailed to TechTarget’s stockholders on or about October 25, 2024. 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, TECHTARGET INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE DEFINITIVE PROXY STATEMENT/PROSPECTUS 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 may obtain free copies of the definitive Proxy Statement/Prospectus filed on October 25, 2024, as well as other filings containing important information about TechTarget, NewCo, and other parties to the proposed transaction (including Informa PLC (“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 investor.techtarget.com or by contacting TechTarget’s Investor Relations Department at investor@techtarget.com.

Participants in the Solicitation

TechTarget, NewCo and Informa, 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 2024 annual meeting of stockholders, filed with the SEC on April 17, 2024, 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, is included in the definitive Proxy Statement/Prospectus filed on October 25, 2024 and may be contained in other relevant materials that are filed or will be 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 press release 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 press release 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 TechTarget, NewCo or Informa, 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 Informa tech digital businesses 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; TechTarget’s, NewCo’s and Informa’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 Informa Tech digital businesses’ 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 Informa Tech digital businesses’ 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, 2023. These risks, as well as other risks associated with the proposed transaction, are more fully discussed the definitive Proxy Statement/Prospectus filed on October 25, 2024 and may be contained in other relevant materials that are filed or will be filed with the SEC (when they become available). While the list of factors presented here and in the definitive Proxy Statement/Prospectus are 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 TechTarget, NewCo or Informa 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 investor.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.

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 behaviors, 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.

© 2024 TechTarget, Inc. All rights reserved. TechTarget and the TechTarget logo are registered trademarks of TechTarget. All other trademarks are the property of their respective owners.

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Chief Financial Officer

TechTarget, Inc.

617-431-9449

dnoreck@techtarget.com

investor@techtarget.com

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Source: TechTarget, Inc.

FAQ

When is TechTarget (TTGT) special stockholder meeting for Informa Tech merger?

TechTarget's special stockholder meeting is scheduled for November 26, 2024, at 10:00 a.m. Eastern Time in Boston, Massachusetts.

What is the record date for TechTarget (TTGT) special meeting?

The record date for TechTarget's special meeting is October 18, 2024.

When does TechTarget (TTGT) expect to close the Informa Tech transaction?

TechTarget expects to close the transaction with Informa Tech's digital businesses in the fourth quarter of 2024.

Has the SEC approved TechTarget's (TTGT) Form S-4 registration statement?

Yes, the SEC has declared effective TechTarget's registration statement on Form S-4 for the proposed combination with Informa Tech's digital businesses.

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