Zoom Video Communications, Inc. (NasdaqGS:ZM) entered into a definitive agreement to acquire Five9, Inc. (NasdaqGM:FIVN) for $14 billion on July 16, 2021. The all-stock transaction is valued at approximately $14.7 billion. Under the terms of the agreement, Five9 stockholders will receive 0.5533 shares of Class A common stock of Zoom for each share of Five9. In case of termination of the transaction, Five9 will be required to pay Zoom a termination fee of $450 million in cash. Five9's Contact Center as a Service solution will be combined with Zoom's broad communications platform. Following the close of the transaction, Five9 will be an operating unit of Zoom and Rowan Trollope will become a President of Zoom and continue as Chief Executive Officer of Five9, reporting to Eric Yuan.

The transaction is subject to approval by Five9 stockholders, approval for listing on Nasdaq of the Zoom Class A Common Stock to be issued in the transaction, effectiveness of a registration statement on Form S-4 filed by Zoom, expiration or termination of the required waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the receipt of required regulatory approvals and other customary closing conditions. The special meeting of Zoom Video shareholders to approve the transaction will be held on September 30, 2021. The Five9 board has unanimously determined that the merger agreement is fair to, and in the best interests of, Five9 and its stockholders and unanimously recommends that Five9 stockholders vote “FOR” the transaction. As of September 17, 2021 ISS recommends Five9 stockholders reject Zoom's all-stock offer. As of September 21, 2021, a U.S. Justice Department-led committee is reviewing to see if the deal "poses a risk to the national security or law enforcement interests. The deal is expected to close in the first half of calendar year 2022.

Goldman Sachs & Co. LLC acted as financial advisor and Jamie Leigh, Ben Beerle, Anne Lieberman and Jon Avina of Cooley LLP acted as legal advisor to Zoom. Qatalyst Partners acted as financial advisor and fairness opinion provider to Five9. Tad J. Freese, Mark M. Bekheit, Grace Lee, Ashley Wagner, Amanda Reeves, Kelly Smith Fayne, Anthony Klein, Reza Mojtabaee-Zamani, Robert Blamires and Erin Brown Jones of Latham & Watkins LLP acted as legal advisor for Five9. Spencer Klein of Morrison & Foerster LLP acted as legal advisor for Qatalyst Partners. American Stock Transfer & Trust Company, LLC served as transfer agent to and Innisfree M&A Inc. acted as the information agent to Five9, Inc. Innisfree M&A Inc. will receive a fee of $45,000 from Five9, Inc. Computershare Trust Company, National Association served a transfer agent and registrar to Zoom.

Zoom Video Communications, Inc. (NasdaqGS:ZM) cancelled the acquisition of Five9, Inc. (NasdaqGM:FIVN) on September 30, 2021. The agreement did not receive the requisite number of votes from Five9 shareholders to approve the merger with Zoom. Five9 will continue to operate as a standalone publicly traded company.