Goodwin represented Citrix Systems, Inc. (Nasdaq: CTXS) in its definitive merger agreement with LogMeIn, Inc. (Nasdaq: LOGM) through which Citrix’s GoTo business will split off and combine with LogMeIn. The transaction is valued at approximately $1.8 billion based on shares to be issued and LogMeIn’s closing price of $65.31 as of July 25, 2016.
The combination of LogMeIn and Citrix’s GoTo family of products will be effected through a Reverse Morris Trust (RMT) transaction. Citrix has created a wholly owned subsidiary, named GetGo, to hold the GoTo business. The RMT transaction consists of a transfer of Citrix’s GoTo family of service offerings business to GetGo, after which Citrix will distribute all of the issued and outstanding shares of GetGo to its stockholders either by way of a pro rata dividend or an exchange offer (the Distribution). Immediately after the Distribution, GetGo will become a wholly owned subsidiary of LogMeIn through a reverse triangular merger and holders of Citrix’s shares prior to the Distribution will own approximately 50.1% of the outstanding shares of LogMeIn on a fully diluted basis.
Citrix 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. 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.
LogMeIn, Inc. simplifies how people connect to each other and the world around them. With millions of users worldwide, the cloud-based solutions make it possible for people and companies to connect and engage with their workplace, colleagues, customers and products anywhere, anytime. LogMeIn is headquartered in Boston with offices in Bangalore, Budapest, Dublin, London, San Francisco and Sydney.