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Published: 2024-01-10 00:00:00 ET
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EX-99.2 3 d395244dex992.htm EX-99.2 EX-99.2

Exhibit 99.2 Creating a Leading Global Platform in B2B Data and Market Access Investor Presentation January 10, 2024 © TechTarget 1


Disclaimer (1/2) Additional Information and Where to Find It In connection with the proposed transaction (the “proposed transaction”), among TechTarget, Inc. (“TechTarget”) Toro CombineCo, Inc. (“CombineCo”), Toro Acquisition Sub, LLC, Informa plc (“Informa”), Informa US Holdings Limited and Informa Intrepid Holdings Inc. (“Informa Tech”), 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 CombineCo (the “Proxy Statement/Prospectus”). A definitive Proxy Statement/Prospectus will be mailed to stockholders of TechTarget. TechTarget and CombineCo 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 CombineCo (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 COMBINECO 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, CombineCo, 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 https://investor.techtarget.com or by contacting TechTarget’s Investor Relations Department at gmann@techtarget.com. Participants in the Solicitation Informa, TechTarget, CombineCo, 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 CombineCo 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 CombineCo’s expectations, strategy, priorities, plans, or intentions. © TechTarget 2


Disclaimer (2/2) 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 CombineCo, or at all; unexpected costs, charges, or expenses resulting from the proposed transaction; uncertainty of the expected financial performance of CombineCo 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 Informa to implement its business strategy; difficulties and delays in achieving revenue and cost synergies of Informa; 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 CombineCo'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 CombineCo 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 https://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. © TechTarget 3


Today’s presenters Michael Cotoia Gary Nugent Daniel Noreck Chief Executive Officer, Chief Executive Officer, Chief Financial Officer, TechTarget Informa Tech TechTarget © TechTarget 4


Transaction Overview & Strategic Rationale © TechTarget 5


Accelerates TechTarget’s strategic roadmap 2024 estimate 2024 estimate, before synergies Long term outlook 1 2 TechTarget New TechTarget New TechTarget Large and 3 Revenue $235mm ~$500mm $1bn+ growing scale Enhanced and YoY Revenue 4 2% Double-digit 4% growth resilient growth Increasing revenue Revenue under 4 38% ~50%+ LT contracts stability Strong operating Adj. EBITDA 4 31% 24% 35%+ margin leverage Note: Subscription revenue, which we also refer to as “revenue from longer-term contracts”, is defined as revenue from contracts with customers with a duration of more than 270 days 1 2 3 4 Based on 2024 estimate for TechTarget; Based on 2024 estimates for TechTarget and Informa Tech; Within five years of closing; Within three years of closing © TechTarget 6 6


Value-creating combination + Informa to contribute Informa Tech’s digital businesses to TechTarget and $350mm of cash to create New TechTarget + Existing TechTarget shareholders receive immediate cash value of approximately $11.79 per share plus the ability to participate in long-term value creation of combined business + New TechTarget 57% owned by Informa; 43% owned by existing TechTarget shareholders Structure and Consideration + Culmination of TechTarget Board’s robust evaluation of strategic alternatives to maximize shareholder value + Unanimously approved by Boards of TechTarget and Informa + New TechTarget is expected to be publicly listed on NASDAQ under ticker TTGT and headquartered in Newton, Massachusetts + Expected to close in second half of 2024, subject to TechTarget shareholder approval, regulatory Timing approvals and the satisfaction of other customary closing conditions Combination expands scale and leadership position in B2B Data and Market Access © TechTarget 7


Powerful combination of data, technology and expertise to drive global B2B vendors’ GTM strategies th #1 #1 20 4 + Creates a leading Google footprint in In intent data for Vertical Largest tech provider of B2B tech B2B tech B2B markets research firm permissioned first- party B2B purchase intent data and differentiated market insight © T © Tec echT hTar arget get 8 8


New TechTarget: a B2B Data and Market Access platform Specialist B2B Content & Permissioned First-Party Industry Brand Buyer Intent Platform Brands Audience Data Specialist Technology Content Development Demand Generation and Research Services Engagement Platforms © T © Tec echT hTar arget get 9 9


New TechTarget delivers compelling strategic benefits Across geographies and verticals, market expertise and first-party intent data set Enhanced scale and solutions Expanded New, differentiated offering expands potential customer reach by more than 10x total addressable market Increased Accelerates expansion of unique end-to-end solution across the go-to-market product diversification Accelerated Positioned to drive revenue growth in new technology-enabled B2B verticals expansion opportunities Business resilience; strong balance sheet to support organic and inorganic growth; enhances long-term recurring revenue; ambition to generate $1bn annual Revenue Attractive financial profile and ~35%+ Adj. EBITDA margin within five years; $45mm of recurring synergies expected within three years © TechTarget 10


Enhanced scale Immediate scale benefits create stronger company and greater value offering for customers New TechTarget Informa Tech TechTarget + Unlocked opportunities in new geographic and vertical markets 1 B2B Verticals 2 20 20 + Larger portfolio of digital assets and targeted 1 Customers ~3,400 ~5,700 ~8,600 original content 3 Global Customers + Expanded research scope and market 42 21 60+ Spending >$1mm Annually expertise B2B Digital Brands 150 71 221 + Immediately adds new permission-based audiences Industry Analysts & 173 590 763 Subject Matter Experts + Greater access to first-party intent data Original Content 84k 108k 192k Assets/Year + Diversified, world-class customer base with additional wallet penetration potential Permissioned Audience 2 30mm 20mm+ 50mm (incl. Access to IIRIS) Enhanced first-party data platform delivers high-quality intent signals and superior activation for customers © TechTarget 11 1 2 3 Includes de-duplication; Includes illustrative 10% overlap haircut for data in perimeter; Customers based on parent level


Expanded TAM Combination expected to increase New TechTarget’s TAM >10x Projected Number of Customers Projected Total Addressable Market # of global companies # of global companies 2 ~200,000 ~8,600 1 ~18,000 ~3,400 ~4% penetration TechTarget New TechTarget TechTarget New TechTarget 1 Source: CapIQ; Note: Total addressable market defined as total number of companies with revenue greater than $50mm in LTM to 09/30/23; Classified within Information Technology industry; ² Classified within Components, Construction/Engineering, Consumer, Entertainment, Education, Finance, Food, Games, Hardware/Software, Healthcare, Information Technology, Manufacturing, Pharmaceuticals, Professional Services, Real Estate, Telecommunications, Utilities and Wholesale industries © TechTarget 12


Increased product diversification New TechTarget delivers end-to-end solutions to support all phases of customers’ GTM Audience Development Permissioned First-Party Data Buyer Intent + Specialist B2B content and brands + Profile and behavioral insight on + Individual prospect level data that inform and educate B2B B2B buyers provided through through tech-enabled analysis of professionals proprietary subscriptions and purchasing intent across segmented interactions with content/brands B2B audiences Content Development Specialist Technology Research Demand Generation / Engagement + Creation of bespoke content for + Paid subscription-based access to + Brand awareness and targeted lead vendors looking to reach specialist specialist B2B market/product data, generation through data-driven B2B audiences, raise awareness for analytics and analysis, and custom analysis of segmented B2B their brands, establish thought project research audiences leadership and drive buyer engagement © TechTarget 13


Accelerated expansion opportunities Sustainable growth platform for organic expansion and M&A activity Cross-selling / upselling opportunities to larger, diversified customer base and increased access to new buyer personas and budgets Access to new geographies with operations in over 20 countries Access to technology-enabled B2B verticals including Healthcare, Retail, Banking, Automotive, Food, Legal, + Manufacturing, Utilities and more Revenue from strengthened first-party intent data that capitalizes on technology advancements including new Artificial Intelligence applications Alternative strategic acquisition opportunities © TechTarget 14


Accelerated expansion opportunities Five growth tailwinds expected to support New TechTarget Shifting technology Heightened regulation New verticals in earlier buyer behavior on privacy stage of GTM focused on self- underscores value in digitization create service and research permission-based data greenfield opportunities Technology Outlook for lower spending recovery interest rates re- and AI investments prioritizes growth Long-term path to generate $1bn of annual Revenue with ~35%+ Adj. EBITDA margin © TechTarget 15


Experienced Combination Team to create growth and value Rebecca Steve Kitchens Niemiec Sean Bill Griffey Morelli Gary Nugent Michael Daniel Cotoia Noreck TBC Program Management Synergy Delivery Customers, Colleagues & Culture Combination Director © TechTarget 16


Attractive financial profile Stronger financial profile for New TechTarget Enhanced Predictable and Substantial growth platform resilient revenue operating leverage Highly Strong cash generative balance sheet © TechTarget 17 17


Compelling Value Creation © TechTarget 18


Stronger financial profile for New TechTarget + Large projected TAM with strong tailwinds expected to support strong organic growth Enhanced growth platform + Market growth + platform integration + synergies = double-digit growth + Enhances revenue under long-term contracts Predictable and resilient revenue + Breadth of product suite and industry diversification provide increasing revenue stability + Incremental Adj. EBITDA margin of ~50% Substantial operating leverage + Significant total Adj. EBITDA synergies of $45mm expected within three years + Low capital intensity Highly cash generative + ~85% unlevered free cash flow conversion + Anticipated low leverage with strong liquidity Strong balance sheet + Financial flexibility to support balanced strategy of organic investments and M&A © TechTarget 19 19


Combination expected to create near- and long-term value Informa Value Creation TechTarget Value Creation + Access to leading brand + Immediate cash payment to shareholders ($350mm) + Value premium on Day 1 + Scale in the US where the customers/value are + Participation in combination upside + US listing (Nasdaq) + Increased market capitalization + Specialist talent and management + Diversification of revenue via paid subscriptions + Fully consolidated financials + Scale in Specialist Tech Research through Omdia/Canalys/ESG + Expanded access to intent-based first-party data + Expanded access to intent-based first-party data + Operational scale benefits + Operational scale benefits + Operating synergies + Operating synergies + Scaled player in long-term growth market + Scaled player in long-term growth market © TechTarget 20


Significant synergy opportunities create additional value Central cost savings (e.g., G&A: real estate, software, systems and corporate functions) Cost ~$25mm Editorial investment and content efficiencies Sales optimization and product margin rationalization Demand Generation uplift Increased webinar penetration ~$20mm Revenue Multiple cross-selling / upselling opportunities (Adj. EBITDA impact) Scale in content enablement services Geographic and vertical market expansion ~$45mm total run-rate Adj. EBITDA synergies by year 3 © TechTarget 21


Transaction delivers attractive value creation to TechTarget shareholders 1 FV / 2024E Adj. EBITDA Total ($bn) Per share ($) Cash consideration $0.35 ~$11.79* Based on TTGT last 3-month 2 ~43% PF ownership before synergies ~14 – 16x ~$0.7 – 0.8 ~$23 – 26 multiple range Total transaction value before synergies ~$1.0 – 1.2 ~$35 – 38 2 ~43% of $45mm synergies ~14 – 16x ~$0.3 ~$9 – 10 Total transaction value after synergies ~$1.3 – 1.5 ~$44 – 48 3 Estimated value creation before synergies vs. 3-month VWAP ~16 – 28% 3 Estimated value creation after synergies vs. 3-month VWAP ~46 – 62% Additional upside from increased scale, resiliency and higher growth supporting multiple expansion * As of the date of this presentation. Amount subject to adjustment. 1 2 Source: Company filings, FactSet as of 01/09/24. Based on $73mm and $50mm estimated 2024E Adj. EBITDA for TTGT and Informa Tech, respectively; ~14x FV/2024E Adj. EBITDA multiple implied by 3-month VWAP of 3 $29.91/share, ~16x FV/2024E Adj. EBITDA multiple based on TTGT’s share price of $34.85/share; Value creation versus 3-month VWAP of $29.91/share © TechTarget 22


Accelerates New TechTarget’s strategic roadmap 2024 estimate 2024 estimate, before synergies Long term outlook 1 2 TechTarget New TechTarget New TechTarget Large and 3 Revenue $235mm ~$500mm $1bn+ growing scale Enhanced and YoY Revenue 4 2% Double-digit 4% growth resilient growth Increasing revenue Revenue under 4 38% ~50%+ LT contracts stability Strong operating Adj. EBITDA 4 31% 24% 35%+ margin leverage Note: Subscription revenue, which we also refer to as “revenue from longer-term contracts”, is defined as revenue from contracts with customers with a duration of more than 270 days 1 2 3 4 Based on 2024 estimate for TechTarget; Based on 2024 estimates for TechTarget and Informa Tech; Within five years of closing; Within three years of closing © TechTarget 23 23


Appendix © TechTarget 24


Overview of transaction structure $350mm cash TechTarget Informa shareholders Assets 43% 57% NEW ownership ownership TechTarget TechTarget Informa Tech assets assets © TechTarget 25