TechTarget Holdings Inc.: M&A transaction — TechTarget closes merger with Informa Tech digital businesses; new company 'Informa TechTarget' starts trading Dec 3

TechTarget Holdings Inc.

Shareholders received ~$11.70 per share in cash plus one share of new TTGT common stock; total consideration valued at ~$1.2B.
Informa holds 57% of new entity; former TechTarget shareholders own 43%.
$350 million cash contributed by Informa; new $250M revolving credit facility with 5-year term established.
Former CEO of Informa Tech, Gary Nugent, named CEO of combined company.
Common stock began trading Dec 3 on Nasdaq under ticker 'TTGT'; prior shares delisted.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 1.0

TechTarget Holdings Inc.: Former TechTarget amended and restated its bylaws to reflect the changes contemplated by the Transaction Agreement (effective 2024-12-03).

Change: bylaw amendment
Effective: 2024-12-03

Exact text from the filing

On December 3, 2024, Former TechTarget amended and restated its certificate of incorporation (the “ Amended and Restated Charter ”) and its bylaws (the “ Amended and Restated Bylaws ”) to reflect the changes contemplated by the Transaction Agreement and described in the Combined Proxy Statement/Prospectus.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 1.0

TechTarget Holdings Inc.: TechTarget Holdings Inc. amended its certificate of incorporation to change the corporate name from 'TechTarget, Inc.' to 'TechTarget Holdings Inc.' (effective 2024-12-02).

Change: charter amendment
Effective: 2024-12-02

Exact text from the filing

on December 2, 2024, Former TechTarget amended its certificate of incorporation to change the corporate name of Former TechTarget from “TechTarget, Inc.” to “TechTarget Holdings Inc.” (the “ Amendment ”).

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 1.0

TechTarget Holdings Inc.: Former TechTarget amended and restated its certificate of incorporation to reflect the changes contemplated by the Transaction Agreement (effective 2024-12-03).

Change: charter amendment
Effective: 2024-12-03

Exact text from the filing

On December 3, 2024, Former TechTarget amended and restated its certificate of incorporation (the “ Amended and Restated Charter ”) and its bylaws (the “ Amended and Restated Bylaws ”) to reflect the changes contemplated by the Transaction Agreement and described in the Combined Proxy Statement/Prospectus.

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

TechTarget Holdings Inc. underwent a change of control involving Informa PLC, Informa US Holdings Limited, Informa Intrepid Holdings Inc. for $11.6955 per share (closed 2024-12-02).

Action: change of control
Counterparty: Informa PLC, Informa US Holdings Limited, Informa Intrepid Holdings Inc.
Consideration: $11.6955 per share
Closing: 2024-12-02

Exact text from the filing

share of New TechTarget common stock and (ii) a pro rata share of an amount in cash equal to $350 million, which per share cash consideration amount is equal to approximately $11.6955 per share of Former TechTarget common stock (the “ Merger Consideration ”). At the Closing, Former TechTarget became a wholly owned subsidiary of New TechTarget. Upon the

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Source: SEC EDGAR

accession 0001193125-24-269937

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