Ziff Davis (ZD) investor relations material

Deal rationale and strategic fit

• Entered a definitive agreement to sell the Connectivity business for $1.2 billion in cash, unlocking significant value for shareholders and highlighting the quality of portfolio businesses.

• The sale addresses a perceived market undervaluation and aims to reward investors for their patience by realizing intrinsic value.

• The Connectivity business, built through strategic acquisitions, demonstrated strong growth and value creation, serving as a model for future portfolio management.

• Connectivity division's global brands in broadband, mobile, and Wi-Fi will benefit from Accenture's scale and expertise.

Financial terms and conditions

• Sale price of $1.2 billion in cash, representing approximately 14.5x 2025 adjusted EBITDA less CapEx and over 5x 2025 revenues.

• Definitive agreement to sell the Connectivity division for $1.2 billion in cash, subject to closing adjustments and taxes.

• The sale price exceeds the pre-announcement market cap of the entire company, with the remainder generating about $385 million in adjusted EBITDA for 2025.

• Connectivity generated $231 million in 2025, about 16% of total revenues.

• Proceeds will be used for general corporate purposes and capital allocation activities.

Synergies and expected cost savings

• The Connectivity team, including 450 employees, will join Accenture, aligning with a leading global solutions provider and offering growth opportunities.