Citrix Systems, Inc. (NASDAQ:CTXS) today announced that it has
entered into a cooperation agreement with Elliott Management
Corporation (“Elliott”), an investment firm whose affiliated funds
own approximately 7.5 percent of the company’s common stock.
As part of the agreement, Elliott’s Jesse Cohn has been
appointed to the Citrix board of directors to replace Asiff Hirji
who has decided to step down from the company's board, effective
immediately. In addition, as part of its continuing board evolution
process, the company will commence a search for an additional
independent board member, mutually agreeable to Citrix and Elliott,
who will replace a current board member when appointed. In
addition, Elliott and certain of its affiliates have agreed to
customary standstill, voting and other provisions for a period of
at least a year.
In a separate press release issued today, Citrix announced that
its board of directors has formed an operations committee, which
will work closely with the company’s management team on a
comprehensive operational review focusing on improving Citrix’s
margins, profitability and capital structure. The operations
committee will be comprised of four directors, including Jesse Cohn
and the mutually-agreed-upon new independent director. The
operations committee will be led by current Citrix director Robert
Calderoni, who will also assume the role of executive chairman of
the Citrix board. Thomas Bogan, Citrix’s current chairman, will
assume the role of lead independent director of the Citrix
board.
“We believe the addition of new and fresh perspectives to our
board will ensure Citrix continues to lead in application
networking and virtualization markets,” said Thomas Bogan, lead
independent director for Citrix. “On behalf of the board, I want to
thank Asiff Hirji for his distinguished service to Citrix, guiding
and advising the company through many years of growth."
“We appreciate Citrix’s constructive approach and are pleased to
have worked collaboratively with the board and management team to
reach this cooperation agreement,” said Jesse Cohn, senior
portfolio manager at Elliott Management. “We first invested in
Citrix because we saw a substantial value creation opportunity for
the company and its shareholders. We are confident that the
initiatives announced today and the addition of new directors to
the company’s board will allow Citrix to build upon its position as
an innovative industry leader, and to drive significant shareholder
value. We look forward to remaining a shareholder and working
closely with the company towards our mutual goal of positioning
Citrix for success and value creation.”
The full cooperation agreement between Citrix and Elliott will
be filed on a Form 8-K with the Securities and Exchange
Commission.
Qatalyst Partners and Goldman, Sachs & Co. are serving as
financial advisors to Citrix and Goodwin Procter LLP is serving as
legal counsel.
About Jesse Cohn
Jesse Cohn is a senior portfolio manager and head of US Equity
Activism at Elliott Management Corporation, a $27 billion
investment firm. Cohn joined Elliott in 2004 and manages both
public and private investments for the firm. He currently sits on
the Boards of Directors of MSC Software, BMC Software (observer),
E2Open, Mitchell International (observer) and Ark Continuity. Cohn
is also a frequent speaker on activism and governance-related
topics and is a member of the Advisory Board at the Harvard Law
School Program on Corporate Governance. Prior to working at
Elliott, Cohn was an analyst in the mergers and acquisitions group
of Morgan Stanley. He earned his Bachelor of Science in Economics
from the University of Pennsylvania's Wharton School of Business,
from which he graduated summa cum laude.
About Robert M. Calderoni
Robert M. “Bob” Calderoni has served as a director on the Citrix
Board of Directors since June 2014. He is also a member of the
board of directors of Juniper Networks and KLA Tencor. Mr.
Calderoni previously served as Chairman and Chief Executive officer
of Ariba, Inc., from 2001 until it was sold to SAP in October 2012.
Following the acquisition, Mr. Calderoni remained CEO of Ariba and
was also appointed a member of the global managing board at SAP AG
between 2012 and 2014. Prior to his role as CEO of Ariba, Mr.
Calderoni served as the company’s Chief Financial Officer from
January 2001 to October 2001. Prior to joining Ariba in January
2001, Mr. Calderoni served as CFO at Avery Dennison Corporation,
Senior Vice President of Finance at Apple, and Vice President of
Finance at IBM. Mr. Calderoni received a Bachelor of Science Degree
in Accounting and Finance from Fordham University.
About Thomas F. Bogan
Tom Bogan has served as a director of Citrix since January 2003
and as Chairman of the Board of Directors since May
2005. Since January 2015, Mr. Bogan has served as Chief
Executive Officer of Adaptive Insights, a provider of
cloud-based performance management solutions. He previously served
as a member of the Board of Directors of each of PTC, a
publicly-traded company that develops, markets and supports
product development software solutions, and Rally Software
Development Corp., a publicly traded provider of cloud-based
solutions for managing Agile Software Development, until its
acquisition by CA Technologies in July 2015. He is currently a
member of the Board of Directors at Apptio and Acquia, leading SaaS
software companies. Mr. Bogan was a Partner at Greylock Partners, a
venture capital firm from 2004 until 2009. From 1997 to 2003,
Mr. Bogan served in a variety of positions with Rational Software
Corporation, a software company acquired by IBM Corporation in
2003, including President and Chief Operating Officer from 2000 to
2003 and Senior Vice President and Chief Operating Officer
from 1999 to 2000. Mr. Bogan graduated from Stonehill College
with a B.S.B.A. Degree in Accounting.
About Citrix
Citrix (NASDAQ:CTXS) is leading the transition to
software-defining the workplace, uniting virtualization, mobility
management, networking and SaaS solutions to enable new ways for
businesses and people to work better. Citrix solutions power
business mobility through secure, mobile workspaces that provide
people with instant access to apps, desktops, data and
communications on any device, over any network and cloud. With
annual revenue in 2014 of $3.14 billion, Citrix solutions are in
use at more than 400,000 organizations and by over 100 million
users globally. Learn more at www.citrix.com.
For Citrix Investors
This release contains forward-looking statements which are made
pursuant to the safe harbor provisions of Section 27A of the
Securities Act of 1933 and of Section 21E of the Securities
Exchange Act of 1934. The forward-looking statements in this
release do not constitute guarantees of future performance. Those
statements involve a number of factors that could cause actual
results to differ materially, including risks associated with the
impact of the global economy and uncertainty in the IT spending
environment, revenue growth and recognition of revenue, products
and services, their development and distribution, product demand
and pipeline, economic and competitive factors, the Company’s key
strategic relationships, as well as other risks detailed in the
Company’s filings with the Securities and Exchange Commission.
Citrix assumes no obligation to update any forward-looking
information contained in this press release or with respect to the
announcements described herein.
Citrix® is a trademarks or registered 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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version on businesswire.com: http://www.businesswire.com/news/home/20150728006499/en/
Citrix Systems, Inc.Media Inquiries:Eric Armstrong,
954-267-2977eric.armstrong@citrix.comorJoele Frank, Wilkinson
Brimmer KatcherJoele Frank, 212-355-4449orEric Brielmann or Jed
Repko, 415-869-3950orInvestor Inquiries:Citrix Systems, Inc.Eduardo
Fleites, 954-229-5758eduardo.fleites@citrix.com
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