CITRIX SYSTEMS, INC. Item 1.01 Entry Into a Material Definitive Agreement.
Agreement and Plan of Merger
On
The Merger is to become effective, upon the terms and subject to the conditions
of the Merger Agreement, on such date and at such time when a certificate of
merger (the "Certificate of Merger") has been duly filed with the Secretary of
State of the
The Merger Agreement contains customary representations, warranties and
covenants of the Company, Parent and Merger Sub, and certain limited
representations and covenants of
The Merger is conditioned upon, among other things, the approval of the Merger Agreement by the affirmative vote of holders of at least a majority of all outstanding shares of Company Common Stock (the "Stockholder Approval") at a meeting of the Company's stockholders held for such purpose (the "Stockholder Meeting"), the expiration of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, certain other approvals, clearances or expirations of waiting periods under other antitrust laws and foreign investment screening laws, and other customary closing conditions. The Closing is not subject to a financing condition.
--------------------------------------------------------------------------------
The Company is subject to a customary "no-shop" provision whereby, subject to
certain exceptions, it is prohibited from (i) entering into discussions
concerning, or providing confidential information in connection with, any
alternative transaction and (ii) withholding, withdrawing, amending or modifying
in a manner adverse to Parent the Company Recommendation. The "no shop"
provision allows the Company, under certain circumstances and in compliance with
certain obligations set forth in the Merger Agreement, to provide non-public
information and engage in discussions and negotiations with respect to an
unsolicited acquisition proposal that could reasonably be expected to lead to an
alternative transaction that the Board determines would be more favorable, from
a financial point of view, to the Company's stockholders than the Merger (a
"Superior Proposal"). Under certain circumstances and in compliance with certain
obligations set forth in the Merger Agreement, the Company is permitted to
terminate the Merger Agreement prior to receipt of the Stockholder Approval to
accept a Superior Proposal, subject to the payment of a termination fee of
The Company is also required to pay the Company Termination Fee (i) if Parent
terminates because the Board withdraws or otherwise acts in a manner adverse to
the Company Recommendation (an "Adverse Recommendation Change") or if either
party terminates because the Company was unable to obtain the Stockholder
Approval following an Adverse Recommendation Change, or (ii) if either party
terminates because the Company was unable to obtain the Stockholder Approval or
because the Merger has not occurred by
The Merger Agreement provides that Parent shall pay the Company an
Immediately prior to the Effective Time:
• Each vested option to purchase shares of Company Common Stock shall be
automatically cancelled and converted into the right to receive an amount
in cash equal to the product obtained by multiplying (i) the excess, if
any, of the Merger Consideration over the per share exercise price of
such Company stock option, by (ii) the aggregate number of shares of
Company Common Stock that would have been issuable upon exercise of such
Company Stock Option immediately prior to the Effective Time;
• Each unvested option to purchase shares of Company Common Stock shall be
automatically cancelled and converted into the contingent right to
. . .
Item 2.02. Results of Operations and Financial Condition.
The information under this Item 2.02, including the earnings release attached hereto as Exhibit 99.2, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
On
--------------------------------------------------------------------------------
Item 8.01 Other Events
On
Additional Information and Where to Find It
This report has been prepared in respect of the proposed transaction involving
the Company and affiliates of Vista and Elliott, and may be deemed to be
soliciting material relating to the Merger. In connection with the transaction,
the Company will file a proxy statement on Schedule 14A relating to a special
meeting of its stockholders with the
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of the Company
in respect of the Merger. Information about the Company's directors and
executive officers is set forth in the proxy statement for the Company's 2021
Annual Meeting of Stockholders, which was filed with the
Safe Harbor for Forward-Looking Statements
Certain statements contained in this communication may constitute
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All
statements, other than statements of historical fact, are statements that could
be deemed forward-looking statements, including statements containing the words
"predicts," "plans," "expects," "anticipates," "believes," "goal," "target,"
"estimate," "potential," "may," "might," "could," "see," "seek," "forecast," and
similar words. Forward-looking statements are based on the Company's current
plans and expectations and involve risks and uncertainties which are, in many
instances, beyond the Company's control, and which could cause actual results to
differ materially from those included in or contemplated or implied by the
forward-looking statements. Such risks and uncertainties include, among others:
(i) the occurrence of any event, change or other circumstance that could give
rise to the termination of the Merger Agreement; (ii) the failure to obtain the
Stockholder Approval; (iii) the failure to obtain certain required regulatory
approvals to the completion of the proposed Merger or the failure to satisfy any
of the other conditions to the completion of the proposed Merger; (iv) any
difficulties of Vista or Elliott in financing the Merger as a result of
uncertainty or adverse developments in the debt or equity capital markets or
otherwise; (v) the effect of the announcement of the proposed Merger on the
ability of the Company to retain and hire key personnel and maintain
relationships with its key business partners and customers, and others with whom
it does business, or on its operating results and businesses generally; (vi) the
response of competitors to the proposed Merger; (vii) risks associated with the
disruption of management's attention from ongoing business operations due to the
proposed Merger; (viii) the ability to meet expectations regarding the timing
and completion of the proposed Merger; (ix) significant costs associated with
the proposed Merger; (x) potential litigation relating to the proposed Merger;
(xi) restrictions during the pendency of the proposed Merger that may impact the
Company's ability to pursue certain business opportunities; and (xii) the other
risks, uncertainties and factors detailed in the Company's filings with the
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1* Agreement and Plan of Merger, datedJanuary 31, 2022 , by and betweenCitrix Systems, Inc. ,Picard Parent, Inc. ,Picard Merger Sub, Inc. andTIBCO Software, Inc. 99.1+ Fourth quarter earnings release, datedJanuary 31, 2022 , ofCitrix Systems, Inc. 99.2 Press release, datedJanuary 31, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* All schedules to the Merger Agreement have been omitted pursuant to Item
601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will
be furnished to the
+ Furnished herewith.
--------------------------------------------------------------------------------
© Edgar Online, source
