LogMeIn, Inc. (NasdaqGS:LOGM) entered into an agreement to acquire GoTo family of products from Citrix Systems, Inc. (NasdaqGS:CTXS) for $1.8 billion in stock on July 26, 2016. As part of consideration, LogMeIn will issue approximately 27.6 million shares. The GoTo family of products intended to be transferred as tax-free through a Reverse-Morris trust transaction includes GoToAssist, GoToMeeting, GoToMyPC, GoToTraining, GoToWebinar, Grasshopper and OpenVoice. Post transaction, the GoTo products will be held by an entity named GetGo, Inc. Upon consummation of the transaction, previous LogMeIn shareholders will have 49.9% stake while Citrix shareholders will hold 50.1% stake in LogMeIn. In connection with the transaction, LogMeIn and Citrix agreed to a loan agreement under which, Citrix will provide the LogMeIn with a line of credit of financing of up to $25 million for the two-year period following the consummation of the transaction. The transaction if not completed before July 26, 2017 is eligible for termination or extension to October 26, 2017. In the event of termination, LogMeIn is obliged to pay $62 million to Citrix. Upon completion of the merger, Citrix will own 50.1% of LogMeIn common stock and current LogMeIn equity holders will own 49.9%.

LogMeIn Board of Directors will comprise of nine members, five from current LogMeIn and four persons selected by Citrix. The four members from Citrix are Bob Calderoni, Jesse Cohn, Peter Sacripanti and David Henshall. Bill Wagner, President and Chief Executive Officer of LogMeIn will lead the combined company as President and Chief Executive Officer. Ed Herdiech will serve as Chief Financial Officer. The Board will form an operating committee upon the close of the transaction, which will consist of two LogMeIn Directors and two Citrix Directors. Michael Simon will retain his position as chairman of the Board of Directors. Certain members of the GoTo management team are expected to join the combined company as well. The combined company will be headquartered in Boston.

The transaction is unanimously approved by the Board of Citrix and LogMeIn. The issuance of shares by LogMeIn requires approval by LogMeIn shareholders. Michael Simon, owner of 3% stake in LogMeIn agreed to vote in favor of the transaction. The transaction is subject to certain regulatory approvals and other customary closing conditions, including receipt of opinions of counsel with respect to the tax-free nature of the proposed transaction, listing of new shares, internal reorganization and the separation shall have been consummated, execution of ancillary agreement, Citrix shall have executed and delivered the loan agreement to LogMeIn, effectiveness of LogMeIn, Inc.'s registration statement registering LogMeIn, Inc.'s common stock to be issued pursuant to the merger agreement, expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and consent of the Federal Communications Commission and certain other state communications authorities. As announced on September 26, 2016, the transaction received clearance from U.S. Federal Trade Commission. The transaction is expected to close during the first quarter of 2017. The transaction is expected to close on January 31, 2017. The combined company is expected to achieve run rate cost synergies for the benefit of both Citrix and LogMeIn shareholders of $65 million within the first year post-close, and run rate cost synergies of more than $100 million in year two. A special meeting of LogMeIn stockholders will be held on January 25, 2017. As of January 25, 2017, LogMeln stockholders approved the issuance of shares of LogMeIn common stock to equityholders of Citrix Systems in connection with the merger.

Michal Katz, Erik-Jaap Molenaar and Nikolay Dakov of RBC Capital Markets LLC acted as financial advisor while John H. Chory, Bradley C. Faris, Jason Morelli, Susan Mazur, Jessica Munitz, Laurence Stein, Karen Silverman, Sarah Gagan, David Della Rocca and Matthew Conway of Latham & Watkins LLP acted as legal advisors to LogMeIn, Inc. Stephen M. Kotran and Stephen M. Guynn of Sullivan & Cromwell LLP represents George Boutros and Brian Cayne of Qatalyst Partners LP and Barry O'Brien of Goldman, Sachs & Co. acted as financial advisor while Stuart Cable, Lisa Haddad, Brad Weber, Jacqueline Mercier and Blake Liggio of Goodwin Procter LLP as well as Margaret Brown, Clifford Aronson, Cliff Gross, Bruce Goldner, David Schwartz, John Alessi, Nathaniel Adams, Matthew Donnelly and Kate Long of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Citrix Systems, Inc. Alan F. Denenberg and Tyler P. Pender of Davis Polk acted as legal advisors for Qatalyst Partners LP. KPMG LLP acted as independent accountant in the transaction.

LogMeIn, Inc. (NasdaqGS:LOGM) completed the acquisition of GoTo family of products from Citrix Systems, Inc. (NasdaqGS:CTXS) on January 31, 2017. LogMeIn, Inc. issued 26.87 million shares with Citrix Systems, Inc. stockholders receiving 0.1718 shares of LogMeIn, Inc. for each share of common stock of Citrix Systems, Inc., held as of January 20, 2017. LogMeIn will also issue approximately 0.46 restricted stock units, subject to change, in substitution for outstanding Citrix restricted stock units. Effective as of the closing of the transaction, Steven G. Chambers, Gregory W. Hughe, and Marilyn Matz resigned from the Board of LogMeIn, Inc. Steven J. Benson and Michael J. Christenson also resigned from the Board and they were elected to the Board in a different class. Robert M. Calderoni, Jesse A. Cohn, David J. Henshall and Peter J. Sacripanti, were elected to fill vacancies on the Board.