Citrix Announces Details for Anticipated Completion of Spin-Off and Subsequent Merger of its GoTo Family of Service Offerings
SANTA CLARA, Calif.--(BUSINESS WIRE)--
Citrix Systems, Inc. (Nasdaq: CTXS) today announced that its Board of
Directors has set a record date of January 20, 2017 for the proposed
spin-off of its GoTo family of service offerings.
Under the terms of the spin-off, Citrix will distribute all of the
shares of common stock of its wholly owned subsidiary, GetGo, Inc., to
Citrix stockholders as of the record date by means of a pro rata
distribution. As previously announced, immediately following the
spin-off, GetGo will merge with a subsidiary of LogMeIn, Inc. (Nasdaq:
LOGM). It is currently expected that approximately 26.9 million shares
of GetGo common stock will be distributed to Citrix stockholders as of
the record date in connection with the spin-off, and each share of GetGo
common stock will be converted into the right to receive one share of
LogMeIn common stock pursuant to the merger. Based on the number of
shares of Citrix common stock outstanding on January 5, 2017, Citrix
stockholders would receive approximately .1718 of a share of LogMeIn
common stock for each share of Citrix common stock as a result of these
transactions. The actual number of shares of LogMeIn common stock that
Citrix stockholders will receive with respect to each share of Citrix
common stock will be determined based on the number of shares of Citrix
common stock outstanding on the record date. No fractional shares of
LogMeIn common stock will be issued in the merger, and instead Citrix
stockholders will receive cash in lieu of any fractional share.
The spin-off and merger are expected to be completed following the close
of business on January 31, 2017, subject to the satisfaction of certain
remaining conditions including, among other things, the approval by the
LogMeIn stockholders. The LogMeIn stockholder vote is scheduled to be
held at a special meeting of LogMeIn stockholders on January 25, 2017.
Upon completion of the merger, Citrix equityholders are expected to
collectively own approximately 50.1% of the shares of LogMeIn common
stock on a fully diluted basis, and current LogMeIn equityholders are
expected to collectively own approximately 49.9% on a fully diluted
No action is required by Citrix stockholders to receive their shares of
LogMeIn common stock in the merger. Citrix stockholders will not be
required to surrender their shares or pay for any shares of LogMeIn
common stock that they receive and will retain all of their shares of
Citrix common stock and associated rights.
When Issued Trading to Begin for Citrix on the NASDAQ Global Select
Citrix has been advised by NASDAQ that, beginning on or about January
18, 2017 and continuing through the closing date of the merger, which is
expected to be January 31, 2017, there will be two markets in Citrix
common stock on the NASDAQ Global Select Market: a "regular way" market
and an "ex-distribution" market. Also during this period, a Citrix
stockholder can sell the right to his or her LogMeIn common stock that
he or she will receive pursuant to the merger in a "when issued" market.
Outlined below are the trading options for Citrix shareholders that will
be provided by NASDAQ on or about January 18, 2017.
If, during this period, a Citrix stockholder sells shares of Citrix
common stock in the regular way market (under Citrix's existing NASDAQ
symbol "CTXS"), the stockholder will be selling both his or her shares
of Citrix common stock and his or her right to receive shares of LogMeIn
common stock pursuant to the merger.
If, during this period, a Citrix stockholder sells shares of Citrix
common stock in the "ex-distribution" market (under the temporary NASDAQ
symbol "CTXSV"), the stockholder will be selling only his or her shares
of Citrix common stock and will be retaining his or her right to receive
shares of LogMeIn common stock pursuant to the merger.
A Citrix stockholder also has the option of selling his or her right to
shares of LogMeIn common stock and to retain his or her shares of Citrix
common stock during this period in the "when issued" market. This option
will be available under the temporary NASDAQ symbol "LOGMV".
Trades under the symbols "CTXSV" and "LOGMV" will settle after the
closing date of the merger. If the merger is not completed, all trades
under these symbols will be cancelled.
In all cases, investors are encouraged to consult with their financial
advisors regarding the specific implications of selling shares of their
Citrix common stock or the right to receive shares of LogMeIn common
stock on or before the closing date of the merger.
Further details of the spin-off of Citrix's GoTo family of service
offerings and the merger with LogMeIn may be found in a registration
statement filed with the Securities and Exchange Commission on Form 10.
The registration statement is available at www.sec.gov
and filed under the name "GetGo, Inc."
Citrix (NASDAQ:CTXS) aims to power a world where people, organizations
and things are securely connected and accessible to make the
extraordinary possible. Its technology makes the world's apps and data
secure and easy to access, empowering people to work anywhere and at any
time. Citrix provides a complete and integrated portfolio of
Workspace-as-a-Service, application delivery, virtualization, mobility,
network delivery and file sharing solutions that enables IT to ensure
critical systems are securely available to users via the cloud or
on-premise and across any device or platform. With annual revenue in
2015 of $3.28 billion, Citrix solutions are in use by more than 400,000
organizations and over 100 million users globally. Learn more at www.citrix.com.
This release contains forward-looking statements that are made pursuant
to the safe harbor provisions of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. The
forward-looking statements in this release do not constitute guarantees
of future performance. Any statements contained herein which do not
describe historical facts, including, among others, statements about the
proposed business combination transaction between Citrix and LogMeIn, in
which Citrix will separate its GoTo business and combine this business
with LogMeIn, are forward-looking statements. These forward-looking
statements involve risks and uncertainties which could cause actual
results to differ materially from these forward-looking statements.
These risks and uncertainties include, but are not limited to, risks
relating to the completion of the transactions on anticipated terms and
timing, including obtaining approval of LogMeIn's stockholders, the
ability to integrate the businesses successfully and to achieve
anticipated synergies, and the risk that disruptions from the
transactions will harm Citrix's or LogMeIn's business, as well as
economic, competitive, legal, governmental and technological factors and
other risks and uncertainties described in Citrix's filings with the
Securities and Exchange Commission, including under the caption "Risk
Factors" in Citrix's Annual Report on Form 10-K and Quarterly Reports on
Form 10-Q. Investors are cautioned not to place undue reliance on the
forward-looking statements included herein, as such statements are made
as of the date hereof and Citrix undertakes no obligation to publicly
update or revise any forward-looking statement unless required to do so
by securities or other applicable laws.
© 2017 Citrix Systems, Inc. All rights reserved. Citrix and GetGo are
trademarks of Citrix Systems, Inc. and/or one or more of its
subsidiaries, and may be registered in the U.S. Patent and Trademark
Office and in other countries. All other trademarks and registered
trademarks are property of their respective owners.
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Citrix Systems, Inc.
For media inquiries, contact:
investor inquiries, contact:
Eduardo Fleites, 954-229-5758
Source: Citrix Systems, Inc.
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