Citrix Systems (CTXS) Announces Distribution Plans for GetGo Stock (LOGM)

September 1, 2016 4:29 PM EDT

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Citrix Systems (Nasdaq: CTXS) disclosed the following in a U.S. SEC filing on Thursday:

Item 8.01 Other Events.

As previously disclosed, on July 26, 2016, Citrix Systems, Inc. (“Citrix”) announced that it had entered into definitive agreements with GetGo, Inc., a Delaware corporation and Citrix’s wholly-owned subsidiary (“GetGo”), and LogMeIn, Inc., a Delaware corporation (“LogMeIn”), with respect to a Reverse Morris Trust transaction. Subject to the terms and conditions of those definitive agreements, (1) Citrix will transfer its GoTo family of service offerings business (the “GoTo Business”) to GetGo, (2) after which, Citrix will distribute to its stockholders all of the issued and outstanding shares of GetGo common stock held by Citrix (the “Distribution”) by way of a pro rata dividend (a “Spin-Off”) or an exchange offer (at Citrix’s sole election), and (3) immediately after the Distribution, a wholly-owned subsidiary of LogMeIn will merge with and into GetGo and each share of GetGo common stock will be converted into one share of common stock of LogMeIn, subject to adjustment as set forth in the Merger Agreement (the “Merger”).

On August 31, 2016, pursuant to the terms of the definitive agreements, Citrix notified LogMeIn that it has elected to effect the Distribution through a Spin-Off. Completion of the Distribution and the Merger are subject to various closing conditions, including approval of the issuance of the LogMeIn common stock in the Merger by LogMeIn’s stockholders and receipt of required regulatory approvals.

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