The claims in this action stem arise in connection with the all-cash sale of Zendesk (the “Merger”) to the affiliates of the funds advised by Hellman & Friedman LLC and Permira Advisers LLC (the "Consortium").

On June 24, 2022, Zendesk, Zoro Bidco, Inc., and Zoro Merger Sub, Inc., entered into the Agreement and Plan of Merger, whereby the Consortium would acquire Zendesk at a price of $77.50 in cash per share of Zendesk common stock owned.

On August 8, 2022, Defendants solicited the Company’s shareholders’ approval of the Merger by issuing a Definitive Proxy Statement with the U.S. Securities and Exchange Commission. The Complaint alleges that the Proxy Statement contained materially false and misleading statements.

On November 22, 2022, the Merger was consummated. The consummation of the Merger caused Zendesk’s shares to be cashed out and delisted from the NYSE, thereby denying shareholders the ability to profit from the Company’s future growth.

Plaintiffs seek to recover damages from Defendants for alleged violations of Sections 14(a) and 20(a) of the Exchange Act.

On July 12, 2023, the Court issued an Order appointing Co-Lead Plaintiffs and Counsel. Lead Plaintiffs filed an amended Complaint on August 11. Defendants filed a Motion to Dismiss the amended Complaint on September 25.

On April 24, 2024, the Court issued an Order granting Defendants' Motion to Dismiss. Plaintiffs were given leave to amend the Complaint. Lead Plaintiffs voluntarily dismissed the Complaint on May 13, 2024.