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Citrix Systems (CTXS) expects merger closing date of September 30

September 22, 2022 8:37 AM EDT

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Citrix Systems (NASDAQ: CTXS) disclosed:

As previously disclosed, on January 31, 2022, Citrix Systems, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Picard Parent, Inc., a Delaware corporation (“Parent”), Picard Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and, for certain limited purposes detailed in the Merger Agreement, TIBCO Software Inc., a Delaware 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. As of the date of this report, the Company expects the Merger to close on September 30, 2022, subject to the satisfaction of the remaining customary closing conditions.

Also, as previously disclosed, pursuant to the Merger Agreement and at the request of Parent, on August 29, 2022, the Company commenced an offer (the “Repurchase Offer”) to repurchase for cash up to $750 million aggregate principal amount of its outstanding 4.500% Senior Notes due 2027 (the “2027 Notes”). The Repurchase Offer is subject to certain conditions as described in the related Offer to Purchase (the “Offer to Purchase”), including consummation of the Merger and the occurrence of a Ratings Event (as defined in the Base Indenture and First Supplemental Indenture governing the 2027 Notes) in connection with the Merger, although the completion of the Repurchase Offer is not a condition to the consummation of the Merger. The Repurchase Offer is currently set to expire at 5:00 PM, New York City time, on the date that is the later of (i) September 27, 2022 and (ii) the date that is one business day prior to the date on which the Merger is consummated. Assuming the consummation of the Merger occurs on the expected closing date of September 30, 2022, the Repurchase Offer will expire at 5:00 PM, New York City time, on September 29, 2022. The Repurchase Offer may, subject to applicable law, be amended, extended, terminated or withdrawn at any time and for any reason.

This report is neither an offer to purchase nor a solicitation of an offer to sell the 2027 Notes. The Repurchase Offer is being made only pursuant to, and upon the terms and conditions set forth in, the Offer to Purchase.



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