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 basis.
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 Market
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.
CTXS
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.
CTXSV
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.
LOGMV
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 Information
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.”
About Citrix
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.
Forward-looking Statements
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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version on businesswire.com: http://www.businesswire.com/news/home/20170106005698/en/
Citrix Systems, Inc.For media inquiries, contact:Eric
Armstrong, 954-267-2977eric.armstrong@citrix.comorFor investor
inquiries, contact:Eduardo Fleites,
954-229-5758eduardo.fleites@citrix.com
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