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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 NewCo 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 NewCo’s expectations, strategy, priorities,
plans, or intentions. 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 TechTarget, NewCo or Informa, or at all; unexpected costs, charges, or expenses resulting
from the proposed transaction; uncertainty of the expected financial performance of NewCo 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 digital businesses with the business of TechTarget; the ability of
NewCo to implement its business strategy; difficulties and delays in achieving revenue and cost
synergies of NewCo; 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; TechTarget’s, NewCo’s and
Informa’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 |
