CITRIX SYSTEMS, INC. Item 8.01. Other Events.
Supplemental Disclosures
As previously disclosed, onJanuary 31, 2022 ,Citrix Systems, Inc. , aDelaware corporation ("Citrix" or the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), withPicard Parent, Inc. , aDelaware corporation ("Parent"),Picard Merger Sub, Inc. , aDelaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and, for certain limited purposes detailed in the Merger Agreement,TIBCO Software, Inc. , aDelaware corporation, pursuant to which Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. OnMarch 16, 2022 ,Citrix filed a definitive proxy statement (the "Definitive Proxy Statement"), as such may be supplemented from time to time, with theSecurities and Exchange Commission (the "SEC") with respect to the special meeting ofCitrix's stockholders scheduled to be held onApril 21, 2022 (the "Citrix Special Meeting").
Explanatory Note
In connection with the Merger Agreement, eleven complaints have been filed as individual actions in United States District Courts. Four complaints have been filed in theUnited States District Court for the Southern District of New York and are captioned Stein v.Citrix Systems, Inc. , et al., 22-cv-1864 (filedMarch 4, 2022 ), O'Dell v.Citrix Systems, Inc. , et al., 22-cv-1892 (filedMarch 4, 2022 ), Bell v.Citrix Systems, Inc. , et al., 22-cv-1925 (filedMarch 7, 2022 ) (the "Bell Complaint"), Messiha v.Citrix Systems, Inc. , et al., 22-cv-2094 (filedMarch 14, 2022 ), Rodriguez v.Citrix Systems, Inc. , et al., 22-cv-2925 (filedApril 8, 2022 ), and Finger v.Citrix Systems, Inc. , et al., 22-cv-2976 (filedApril 11, 2022 ). Three complaints have been filed in theUnited States District Court for the Eastern District of New York and are captioned Whitfield v.Citrix Systems, Inc. , et al., 22-cv-01317 (filedMarch 10, 2022 ), Shumacher v.Citrix Systems, Inc. , et al., 22-cv-1453 (filedMarch 16, 2022 ), and Lee v.Citrix Systems, Inc. , et al., 22-cv-1504 (filedMarch 18, 2022 ). One complaint has been filed in theUnited States District Court for the Eastern District of Pennsylvania and is captioned Waterman v.Citrix Systems, Inc. , et al., 22-cv-917 (filedMarch 10, 2022 ). One complaint has been filed in theUnited States District Court for the District of Delaware and is captioned Gould v.Citrix Systems, Inc. , et al., 22-cv-359 (filedMarch 21, 2022 ). The foregoing complaints are referred to as the "Merger Actions." The Merger Actions generally allege that the Definitive Proxy Statement or the preliminary proxy statement filed by the Company with theSEC onMarch 3, 2022 misrepresent and/or omit certain purportedly material information relating to the Company's financial projections, the analyses performed by the financial advisor to the Citrix Board of Directors in connection with the Merger, potential conflicts of interest of the Company's officers and directors, and the events that led to the signing of the Merger Agreement. The Merger Actions assert violations of Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14a-9 promulgated thereunder against all defendants (the Company, its Board of Directors and certain officers) and violations of Section 20(a) of the Exchange Act againstCitrix's directors and officers. The Bell Complaint also asserts a breach of fiduciary duty against the individual defendants. The Merger Actions seek, among other things, an injunction enjoining the stockholder vote on the Merger and the consummation of the Merger unless and until certain additional information is disclosed toCitrix stockholders, costs of the action, including plaintiffs' attorneys' fees and experts' fees, and other relief the court may deem just and proper. The Company cannot predict the outcome of the Merger Actions. The Company believes that the Merger Actions are without merit, andCitrix and the individual defendants intend to vigorously defend against the Merger Actions and any subsequently filed similar actions. If additional similar complaints are filed, absent new or significantly different allegations, the Company will not necessarily disclose such additional filings. While the Company believes that the disclosures set forth in the Definitive Proxy Statement comply fully with all applicable law and denies the allegations in the pending Merger Actions described above, in order to moot plaintiffs' disclosure claims, avoid nuisance and possible expense and business delays, and provide additional information to its stockholders, the Company has determined voluntarily to supplement certain disclosures in the Definitive Proxy Statement related to plaintiffs' claims with the supplemental disclosures set forth below (the "Supplemental Disclosures"). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations in the Merger Actions described above that any additional disclosure was or is required or material. -------------------------------------------------------------------------------- All page references used herein refer to pages in the Definitive Proxy Statement before any additions or deletions resulting from the Supplemental Disclosures, and capitalized terms used below, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement. Underlined and bolded text shows text being added to a referenced disclosure in the Definitive Proxy Statement and stricken-through text shows text being deleted from a referenced disclosure in the Definitive Proxy Statement. This Current Report on Form 8-K is incorporated into, and amends and/or supplements, the Definitive Proxy Statement as provided herein. Except as specifically noted herein, the information set forth in the Definitive Proxy Statement remains unchanged.
Supplemental Disclosures to Definitive Proxy Statement
The disclosure under the heading "Background of the Merger" is hereby amended and supplemented by replacing the second full paragraph on page 22 of the Definitive Proxy Statement in its entirety with the following:
OnApril 29, 2021 ,Citrix announced its results of operations for the first quarter of fiscal year 2021, which included reported revenue below expectations despite year-over-year growth inCitrix's software-as-a-service annualized recurring revenue. The Company noted that its results reflected supply chain challenges for certain components used in its networking products, which led to hardware shipment delays, and lower than anticipated on-premises term average contract duration. In addition,Citrix lowered its fiscal year 2021 earnings guidance to reflect the actual results for the first quarter, as well as the dilutive impact of the closing of the Wrike acquisition. By the close of market onApril 29, 2021 ,Citrix's stock price had dropped$10.49 per share, or approximately 7.5%, to$128.02 per share. The disclosure under the heading "Background of the Merger" is hereby amended and supplemented by replacing the final full paragraph on page 22 of the Definitive Proxy Statement, carrying over onto page 23, in its entirety with the following: OnAugust 26, 2021 , the Citrix Board held a meeting at which members of senior management and representatives of each ofQatalyst Partners , who had assisted the Company with its strategic discussions with Strategic Buyer A in 2019, andGoodwin Procter LLP ,Citrix's outside counsel ("Goodwin"), were present. At the meeting, Messrs. Calderoni and Henshall reported on their recent conversation withMr. Cohn and receipt of theAugust 25th Letter. The representatives of Goodwin reviewed with the directors their fiduciary duties underDelaware law and related process considerations, including the importance of monitoring and disclosing to the Citrix Board any potential conflicts of interest that could arise in connection with any strategic process. The representatives ofQatalyst Partners then provided a summary of theAugust 25th Letter and reviewed the trading history ofCitrix's common stock, a financial update and selected statistics regardingCitrix , and an overview of Elliott, and its recent private equity transactions, and its public investment activity. Members of senior management also provided an updated forecast regarding the financial results for the third quarter of 2021. The Citrix Board then discussed theAugust 25th Letter and potential responses to Elliott and next steps, including whether to commence a strategic review process and engage with Elliott with respect to a possible transaction. Following discussion, the Citrix Board determined that, in light ofCitrix's recent financial performance and stock price and the execution challenges facing the Company, it was in the best interests of the Company and its stockholders to request a specific proposal from Elliott to gauge the feasibility of a potential transaction and also contact Strategic Buyer A to inquire as to whether Strategic Buyer A would be interested in re-engaging withCitrix regarding a potential transaction. The disclosure under the heading "Background of the Merger" is hereby amended and supplemented by replacing the final full paragraph on page 23 of the Definitive Proxy Statement, carrying over onto page 24, in its entirety with the following:
Also at the meeting, the Citrix Board, together with the representatives of
Goodwin, discussed past and current business relationships that certain
directors had with Elliott or other potential participants in a strategic
process. In particular, it was noted that
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Director of Vista, which was among the financial sponsors that the Citrix Board determined to potentially contact in connection with the strategic process given Vista's investment focus in enterprise software, data and technology-enabled organizations and in light of Vista's prior ownership of Wrike. It was determined that, givenMs. Kilcoyne's current relationship with an Elliott affiliate andMr. Hogan's current relationship with Vista and the potential conflicts or the appearance of potential conflicts that could arise as a result of these relationships,Ms. Kilcoyne andMr. Hogan would recuse themselves from further Board meetings or deliberations regarding a potential transaction with Elliott or Strategic Buyer A or alternatives thereto. As a result,Ms. Kilcoyne andMr. Hogan (who were not in attendance for any portion of this meeting related to the strategic process) did not participate in further Board or committee meetings or deliberations regarding a potential transaction with Elliott or Strategic Buyer A or any alternatives thereto. In addition, the Citrix Board discussed certain past relationships identified by the directors, including the past service ofMr. Cohn on the Citrix Board, including service on the operations committee and nominating and corporate governance committee, and on a CEO search committee (disbanded inJanuary 2016 ), which overlapped with certain ofCitrix's current directors, the past service ofMr. Cohn on the Board of Directors ofLogMeIn, Inc. (the company that acquiredCitrix's GoTo family of service offerings) which overlapped with certain ofCitrix's current directors, and a prior 18-month consulting relationship betweenMr. Calderoni and Elliott that occurred during 2018 andhad concluded inJuly 2019 . It also was noted that a family member ofMr. Calderoni works for Elliott in a non-investment, administrative role. The Citrix Board determined that these relationships did not present a conflict with respect to the consideration of a potential strategic transaction with Elliott or any alternatives thereto.
The disclosure under the heading "Background of the Merger" is hereby amended and supplemented by replacing the eighth full paragraph on page 27 of the Definitive Proxy Statement in its entirety with the following:
FromSeptember 28 through October 1, 2021 ,Citrix's senior management provided separate presentations regarding the Company to each of Financial Sponsor A, Financial Sponsor B, Financial Sponsor C, Financial Sponsor D, and Financial Sponsor E, as well as a presentation to Elliott and Financial Sponsor F onSeptember 30th . Representatives ofQatalyst Partners attended each of these presentations. Following each of these presentations, the applicable financial sponsor was provided with access to a virtual due diligence data room populated byCitrix with certain priority due diligence items. Thereafter, each of these financial sponsors provided supplemental due diligence requests and had further discussions with members of senior management ofCitrix as requested to discussCitrix's business, products, technology, go-to-market strategy, and/or financial position. ThroughoutCitrix's evaluation of potential strategic alternatives,Mr. Calderoni and other members of senior management had conversations with representatives of the various potential acquirers and financial sponsors, including Elliott and Vista, regarding, among other things, the due diligence materials provided by the Company, supplemental requests for due diligence made by the potential acquirers, updates regarding the Company's business and financial performance during the pendency of the strategic process, the proposed financing for a transaction, and the potential timing for a transaction. No member of senior management made any proposals or otherwise discussed the specific terms of a potential strategic transaction during any meetings or conversations with any potential acquirers or financial sponsors, andCitrix's management team, includingMr. Calderoni , was directed by the Citrix Board not to, and they did not, discuss any the terms of any post-transaction employment, including any potential positions or compensation, or compensation matters for senior management with any potential acquirers or financial sponsors. The confidentiality agreements with potential financial sponsor bidders also restricted their ability to have discussions withCitrix's management team regarding post-transaction employment or compensation matters.
The disclosure under the heading "Background of the Merger" is hereby amended and supplemented by replacing the fifth full paragraph on page 36 of the Definitive Proxy Statement in its entirety with the following:
OnJanuary 28, 2022 , following the finalization of their financing plan for the transaction, representatives of Vista and Elliott contactedQatalyst Partners to continue the price negotiations. During this conversation, the representatives of Vista and Elliott proposed a new purchase price of$103.51 per share contingent upon: (1) no further dividend payments byCitrix ; (2) no accelerated vesting of outstanding equity awards as a result of the closing of the Merger beyond any accelerated vesting provided for by virtue of pre-existing contractual rights; (3) no further grants of equity awards prior to closing of the Merger; and (4)Citrix's repatriation of cash prior to -------------------------------------------------------------------------------- closing as may be requested by Vista and Elliott. The representatives of Vista and Elliott indicated that the lower purchase price reflected Vista and Elliott's best and final offer and was the result of the cost and terms of the final financing package, elevated geopolitical uncertainty inRussia especially with respect to its potential impact on Wrike, and other confirmatory diligence findings discovered since theDecember 5th Proposal. The representatives of Vista and Elliott noted that the debt commitment had been increased to$15.0 billion and included more expensive terms than anticipated, the preferred equity of$2.5 billion was at the low end of the expected range and included more expensive terms than anticipated, and the common equity of$2.275 billion would be provided by Elliott.Mr. Cohn similarly contactedMr. Calderoni to confirm the best and final purchase price and related considerations. The disclosure under the heading "Illustrative Discounted Cash Flow Analysis" is hereby amended and supplemented by replacing the introductory sentence and sub-bullet (a) of the second full paragraph on page 43 of the Definitive Proxy Statement in its entirety with the following:Qatalyst Partners performed an illustrative discounted cash flow analysis, which is designed to imply a range of potential per-share present values forCitrix common stock as ofDecember 31, 2021 (which is the end ofCitrix's most recent completed fiscal year and most recent balance sheet date) by:
• adding:
(a) the implied net present value of the estimated future unlevered free
cash flows of Citrix , based on the December Projections, for calendar
year 2022 through calendar year 2025 (which implied present value was
calculated by using a range of discount rates of 8.0% to 9.5%, based
on an estimated weighted average cost of capital for Citrix ; Qatalyst
Partners calculated an estimated weighted average cost ofcapital for
Citrix utilizing the capital asset pricing model and inputs based onQatalyst Partners' professional judgment); and The disclosure under the heading "Illustrative Discounted Cash Flow Analysis" is hereby amended and supplemented by replacing the introductory sentence and sub-bullet (a) of the first full paragraph on page 44 of the Definitive Proxy Statement in its entirety with the following:Qatalyst Partners also performed an illustrative discounted cash flow analysis based on an illustrative sensitivity scenario reflecting a downside case to the December Projections (as provided byCitrix management) (see the section of this proxy statement captioned "-Certain Financial Projections-Summary of Unlevered Free Cash Flows"), which is designed to imply a range of potential per-share present values forCitrix common stock as ofDecember 31, 2021 (which is the end ofCitrix's most recent completed fiscal year and most recent balance sheet date) by:
• adding:
(a) the implied net present value of the estimated future unlevered free cash flows ofCitrix , based on sensitivity to the December Projections, for calendar year 2022 through calendar year 2025 (which implied present value was calculated by using a range of discount rates of 8.0% to 9.5%, based on an estimated weighted average cost of capital forCitrix ;Qatalyst Partners calculated an estimated weighted average cost of capital forCitrix utilizing the capital asset pricing model and inputs based onQatalyst Partners' professional judgment); and
The disclosure under the heading "Selected Transactions Analysis" is hereby amended and supplemented by replacing the chart beginning on the bottom of page 46 of the Definitive Proxy Statement in its entirety with the following:
NTM NTM Enterprise
Revenue EBITDA Value
Announcement Date Target Acquiror Multiple Multiple ($MM)
12/20/21 Cerner Corporation Oracle Corporation 4.8x 14.1x 28,938
08/05/21 Cornerstone OnDemand, Inc. Clearlake Capital Group, L.P. 5.9x 18.8x 5,238
06/01/21 Cloudera, Inc. Kohlberg Kravis Roberts &
Co. L.P. and
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NTM NTM Enterprise
Revenue EBITDA Value
Announcement Date Target Acquiror Multiple Multiple ($MM)
12/17/19 LogMeIn, Inc. Francisco Partners and
Evergreen Coast
Capital Corp. 3.4x 10.7x 4,418
11/11/19 Carbonite, Inc. Open Text Corporation 2.7x 9.8x 1,436
12/23/18 MYOB Group Limited Kohlberg Kravis
Roberts & Co. L.P. and
Clayton, Dubilier &
Rice, LLC 4.9x 12.1x 1,708
11/11/18 athenahealth, Inc. Veritas Capital Fund
Management, L.L.C. &
Evergreen Coast
Capital Corp. 3.9x 13.8x 5,649
10/10/18 Imperva, Inc. Thoma Bravo, LLC 5.1x 45.1x 1,863
07/11/18 CA, Inc. Broadcom Inc. 4.3x 11.2x 18,384
11/27/17 Barracuda Networks, Thoma Bravo, LLC 3.6x 18.8x 1,398
Inc.
09/19/16 Infoblox Inc. Vista Equity Partners 3.7x 19.4x 1,353
07/07/16 AVG Technologies N.V. Avast Holding B.V. 3.2x 9.0x 1,452
04/07/15 Informatica Corporation Permira Advisers and
Canada Pension Plan
Investment Board 4.3x 18.1x 4,874
02/02/15 Advent Software, Inc. SS&C Technologies 6.4x 18.0x 2,683
Holdings, Inc.
12/15/14 Riverbed Technology, Thoma Bravo, LLC 3.2x 11.5x 3,580
Inc.
11/25/14 Advanced Computer Vista Equity Partners
Software Group Ltd. 3.5x 14.9x 1,196
09/29/14 TIBCO Software Inc. Vista Equity Partners 3.9x 17.4x 4,207
09/02/14 Compuware Corporation Thoma Bravo, LLC 3.4x 9.8x 2,115
05/06/13 BMC Software, Inc. Bain Capital Partners
LLC, Golden Gate
Private Equity, Inc,
GIC Special
Investments Pte Ltd
and Insight Venture
Management LLC 3.1x 7.9x 7,136
11/01/12 JDA Software, Inc. RedPrairie (New 2.5x 9.4x 1,815
Mountain Capital)
07/02/12 Quest Software Dell Inc. 2.5x 10.9x 2,386
04/26/11 Lawson Software GGC Software Holdings,
Inc. (an affiliate of
Golden Gate Capital
and Infor) 2.4x 10.8x 1,928
05/12/10 Sybase, Inc. SAP SE 4.5x 12.9x 5,766
03/31/10 Skillsoft PLC SSI Investments III
Limited (an affiliate
of Berkshire Partners
LLC, Advent
International
Corporation and Bain
Capital Partners, LLC) 3.7x 10.1x 1,131
Additional Information Unrelated to the Merger Actions
As disclosed in the Opinion ofQatalyst Partners , "Qatalyst Partners and/or its affiliates may be currently providing, or may in the future provide, investment banking and other financial services to the Company, Parent,TIBCO or their respective affiliates unrelated to the Merger for which [Qatalyst Partners ] would expect to receive compensation." OnApril 11, 2022 ,Datto, Inc. , of whichVista Equity Partners Management, LLC and its affiliated funds currently own a controlling interest, announced its pending sale toKaseya Ltd. andQatalyst Partners served as Datto's financial advisor in connection with that transaction. Nothing in this additional information shall be deemed an admission of the legal necessity to disclose such information or of its materiality under applicable laws.
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Additional Information and Where to Find It
This report has been prepared in respect of the proposed transaction involvingCitrix and affiliates ofVista Equity Partners andElliott Investment Management, L.P. , and may be deemed to be soliciting material relating to such transaction. In connection with the transaction,Citrix filed the Definitive Proxy Statement relating to the Citrix Special Meeting with theSEC onMarch 16, 2022 . Additionally,Citrix may file other relevant materials in connection with the transaction with theSEC . Investors and securityholders ofCitrix are urged to read carefully and in their entirety the Definitive Proxy Statement and any other relevant materials filed or that will be filed with theSEC when they become available because they contain or will contain important information about the proposed transaction and related matters. Investors and securityholders may obtain a copy of the Definitive Proxy Statement, as well as other filings containing information about the transaction that are filed byCitrix with theSEC , free of charge on EDGAR at www.sec.gov or on the investor relations page ofCitrix's website at www.investors.citrix.com.
Participants in the Solicitation
Citrix and its directors and executive officers may be deemed to be participants in the solicitation of proxies fromCitrix stockholders in respect of the proposed transaction. Information aboutCitrix's directors and executive officers is set forth in the Definitive Proxy Statement. Other information regarding the participants in the proxy solicitation and a description of their interests are contained in the Definitive Proxy Statement for the Citrix Special Meeting and other relevant materials filed or that will be filed with theSEC in respect of the proposed transaction.
Safe Harbor for Forward-Looking Statements
Certain statements contained in this report may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. 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 required stockholder approval of the Merger Agreement; (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 . . .
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