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LogMeIn Announces New Board of Directors for Combined Company Following Merger with Citrix's GoTo BusinessBOSTON, Jan. 06, 2017 (GLOBE NEWSWIRE) -- LogMeIn, Inc. (NASDAQ:LOGM) today named the nine directors who will serve on the Board of Directors for the combined company effective upon the close of its proposed merger with Citrix Systems, Inc.’s GetGo subsidiary, a wholly owned subsidiary consisting of Citrix’s GoTo family of service offerings. The Board will be comprised of four directors designated by Citrix and five members of LogMeIn’s current Board of Directors. As previously announced, the four Citrix designees are Bob Calderoni, Jesse Cohn, and Peter Sacripanti, all of whom also serve as current Citrix directors, as well as Citrix’s Chief Operating Officer and Chief Financial Officer, David Henshall. Joining them from LogMeIn’s current Board will be LogMeIn’s president and CEO, Bill Wagner, LogMeIn’s Chairman of the Board, Michael Simon, as well as Steven Benson, Michael Christenson and Edwin Gillis. As previously announced, the new Board will form an Operating Committee to oversee the combined company’s realization of potential run rate synergies, which are expected to be $100 million within two years following the closing of the merger. The Operating Committee will consist of Bob Calderoni, who will serve as chairman of the Operating Committee, as well as Jesse Cohn, Michael Christenson and Michael Simon. Close Date Announced Originally announced on July 26, 2016, the merger is expected to be completed following the close of business on Tuesday, January 31, 2017, subject to the satisfaction of certain remaining conditions including, among other things, the approval by LogMeIn’s stockholders of the issuance of an estimated 27.3 million shares of LogMeIn common stock to Citrix equity holders in connection with the merger. The LogMeIn stockholder vote is scheduled to be held at a special meeting of stockholders on January 25, 2017. Special Dividend In connection with the anticipated close of the merger, LogMeIn’s Board of Directors declared a third special cash dividend of $0.50 per share of LogMeIn common stock, as contemplated by the definitive merger agreement. The special dividend will be paid on January 31, 2017 to LogMeIn stockholders of record as of January 16, 2017. LogMeIn currently has approximately 25.6 million shares of common stock outstanding. About LogMeIn Forward-Looking Statements Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the following: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (2) the risk that LogMeIn’s stockholders may not approve the issuance of the LogMeIn common stock in connection with the proposed merger, (3) the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated, (4) risks that any of the closing conditions to the proposed merger, including Citrix’s distribution of the shares of GetGo, may not be satisfied in a timely manner, (5) risks related to disruption of management time from ongoing business operations due to the proposed transactions, (6) failure to realize the estimated synergies or growth from the proposed transactions or that such benefits may take longer to realize than expected, (7) risks related to unanticipated costs of integration of GetGo by LogMeIn, (8) the effect of the announcement of the proposed transactions or the consummation of the proposed transactions on the ability of LogMeIn and Citrix to retain and hire key personnel and maintain relationships with their key business partners and customers, and on their operating results and businesses generally, (9) the length of time necessary to consummate the proposed transactions, (10) adverse trends in economic conditions generally or in the industries in which the LogMeIn and Citrix operate, (11) adverse changes to, or interruptions in, relationships with third parties unrelated to the announcement, (12) LogMeIn’s ability to compete effectively and successfully and to add new products and services, (13) LogMeIn’s ability to successfully manage and integrate acquisitions, (14) the ability to attract new customers and retain existing customers in the manner anticipated, (15) unanticipated changes relating to competitive factors in the parties’ industries, and (16) the business interruptions in connection with the LogMeIn’s technology systems. Discussions of additional risks and uncertainties are contained in LogMeIn’s and Citrix’s filings with the U.S. Securities and Exchange Commission (the “SEC”). None of LogMeIn, Citrix or GetGo is under any obligation, and each expressly disclaim any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Persons reading this announcement are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof. No Offer or Solicitation Important Additional Information and Where to Find It Participants in the Solicitation Contacts LogMeIn Contacts: Investors Rob Bradley 781-897-1301 [email protected] Press Craig VerColen 781-897-0696 [email protected] |