Citrix has announced that its Board of Directors has set a record date of January 20, 2017 for the proposed spin-off of its GoTo family of service offerings.
Under the terms of the spin-off, Citrix will distribute all of the shares of common stock of its wholly owned subsidiary, GetGo, Inc., to Citrix stockholders as of the record date by means of a pro rata distribution. As previously announced, immediately following the spin-off, GetGo will merge with a subsidiary of LogMeIn, Inc. (Nasdaq: LOGM). It is currently expected that approximately 26.9 million shares of GetGo common stock will be distributed to Citrix stockholders as of the record date in connection with the spin-off, and each share of GetGo common stock will be converted into the right to receive one share of LogMeIn common stock pursuant to the merger. Based on the number of shares of Citrix common stock outstanding on January 5, 2017, Citrix stockholders would receive approximately .1718 of a share of LogMeIn common stock for each share of Citrix common stock as a result of these transactions. The actual number of shares of LogMeIn common stock that Citrix stockholders will receive with respect to each share of Citrix common stock will be determined based on the number of shares of Citrix common stock outstanding on the record date. No fractional shares of LogMeIn common stock will be issued in the merger, and instead Citrix stockholders will receive cash in lieu of any fractional share.
The spin-off and merger are expected to be completed following the close of business on January 31, 2017, subject to the satisfaction of certain remaining conditions including, among other things, the approval by the LogMeIn stockholders. The LogMeIn stockholder vote is scheduled to be held at a special meeting of LogMeIn stockholders on January 25, 2017.
Upon completion of the merger, Citrix equityholders are expected to collectively own approximately 50.1% of the shares of LogMeIn common stock on a fully diluted basis, and current LogMeIn equityholders are expected to collectively own approximately 49.9% on a fully diluted basis.
No action is required by Citrix stockholders to receive their shares of LogMeIn common stock in the merger. Citrix stockholders will not be required to surrender their shares or pay for any shares of LogMeIn common stock that they receive and will retain all of their shares of Citrix common stock and associated rights.
When Issued Trading to Begin for Citrix on the NASDAQ Global Select Market
Citrix has been advised by NASDAQ that, beginning on or about January 18, 2017 and continuing through the closing date of the merger, which is expected to be January 31, 2017, there will be two markets in Citrix common stock on the NASDAQ Global Select Market: a “regular way” market and an “ex-distribution” market. Also during this period, a Citrix stockholder can sell the right to his or her LogMeIn common stock that he or she will receive pursuant to the merger in a “when issued” market.
Outlined below are the trading options for Citrix shareholders that will be provided by NASDAQ on or about January 18, 2017.
Further details of the spin-off of Citrix’s GoTo family of service offerings and the merger with LogMeIn may be found in a registration statement filed with the Securities and Exchange Commission on Form 10. The registration statement is available at www.sec.gov and filed under the name “GetGo, Inc.”