Activist trader Jana Partners has stepped up its marketing campaign to derail consumer-provider platform Zendesk’s proposed acquisition of the mum or dad of web-study enterprise SurveyMonkey.

Jana, which owns a large stake in Zendesk, first objected in November to the acquisition of Momentive International, indicating it “lacks monetary advantage, has questionable strategic logic, and introduces a superior diploma of execution threat for Zendesk shareholders.”

In a Jan. 3 letter to the Zendesk, Jana mentioned the company’s Dec. 6 proxy statement looking for shareholder approval of the offer had lifted new issues that “make it even far more obvious that the proposed acquisition is the mistaken preference for Zendesk and its shareholders.”

“Rather than throwing away far more time and far more shareholder capital on a worth-destroying acquisition that is destined to be rejected by shareholders, the board ought to quickly terminate the transaction and pivot to focusing on much far more promising avenues to resolve Zendesk’s rising discount to reasonable worth,” the letter urged.

Zendesk agreed to in October to get Momentive in an all-inventory offer that at the time was worthy of about $four.one billion. The corporations have mentioned that by combining, they could support providers get superior opinions from buyers.

Momentive shareholders would acquire .225 Zendesk share for just about every Momentive share but the offer is now worthy of $22.1o for each share as opposed with $28 when it was declared.

Citing the proxy statement, Jana mentioned in its letter that the offer “appears to be a reactive and impulsive conclusion, designed only in response to outreach by Momentive’s advisers as component of a wide sale process at the stop of August 2021, fairly than the products of a nicely-thought-out strategy.”

Moreover, as disclosed in the proxy, “the Momentive acquisition is justified by assuming the complete realization of profits synergies that, if reached, would increase a meager one% to Zendesk’s topline advancement amount.”

“It is incomprehensible how this de minimis opportunity gain to advancement and worth could justify the monumental integration threat of executing Zendesk’s first-at any time large acquisition (by a issue of ~50x) with a management staff with new/unproven executives,” Jana mentioned.

Zendesk and Momentive have just about every separately scheduled a special assembly of their respective stockholders to be held on February twenty five, 2022, to approve the transaction.

activist investorJana Partners, Momentive International, surveymonkey, Zendesk