LogMeIn and Citrix Systems has announced that the companies have entered into a definitive merger agreement for LogMeIn to combine with Citrix’s GoTo business in a Reverse Morris Trust transaction. 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 transaction, which has been unanimously approved by the Boards of Directors of Citrix and LogMeIn, is expected to be tax-free to Citrix and its shareholders for U.S. federal income tax purposes. The combined company is expected to have annual revenues in excess of $1 billion with more than two million customers in virtually every country around the globe. Upon completion of the transaction, the combined company is expected to achieve run rate cost synergies for the benefit of both Citrix and LogMeIn shareholders of $65 million within the first year post-close, and run rate cost synergies of more than $100 million in year two.
The combination brings together proven innovators with a shared belief in simplifying the way people connect to customers, colleagues and the world around them. The GoTo family of products delivers collaborative communication solutions for small and medium sized businesses and has strong global brand recognition through leading products including GoToAssist, GoToMeeting, GoToMyPC, GoToTraining, GoToWebinar, Grasshopper and OpenVoice. LogMeIn, a leading provider of cloud-based connectivity, has rapidly attracted millions of users and thousands of leading businesses to its popular and disruptive products, including join.me, LastPass, LogMeIn Rescue and BoldChat, among others.
Bill Wagner, President and CEO of LogMeIn, who will lead the combined company as President and CEO, commented, “We are extremely excited about this transformative merger and the profound benefits it will bring to our customers, our people and our shareholders. Both companies have passionate employees who are committed to developing easy-to-use software that simplifies the way we connect with people, devices, apps and products. The additional scale of the combined company will allow us to accelerate innovation in order to deliver better outcomes for our customers and also creates a compelling financial model that will reward our shareholders.”
Kirill Tatarinov, President and Chief Executive Officer of Citrix, said, “We believe this combination is a winning outcome for all parties. Both LogMeIn and GoTo have a shared goal of developing innovative solutions to exceed customer expectations by simplifying business and personal communications. Given that we have already been working towards a spinoff of GoTo, we expect this to be a smooth transition for the business. From Citrix’s perspective, this transaction will allow us to further enhance our strategic focus, operational efficiency and accelerate execution of our strategy to provide the world’s best integrated technology services for secure delivery of apps and data.”
“We have great respect for Bill, the LogMeIn team and the company’s commitment to building great products that simplify how people connect,” said Bob Calderoni, Executive Chairman of Citrix. “When we announced plans to spin off our GoTo family of products last November, we emphasized the value creation opportunity for our shareholders. We believe this combination will accelerate that opportunity, further enhancing value for Citrix shareholders through the ownership of shares in the combined company. I also want to thank Chris Hylen, whose leadership as SVP and GM of the GoTo business, along with the tireless work of his team, has positioned GoTo for continued growth and success following its separation from Citrix.”
- A Leading SaaS Company With A Diverse Product Portfolio – Assets from both companies fill gaps in the respective product lines, resulting in better experiences and outcomes for our customers. In addition, the scale and stability of the combined company enables accelerated growth of the businesses in emerging verticals, which include cloud-based telephony and identity, as well as IoT.
- A Shared Focus On Innovation That Is Enhanced by Scale – The merger brings together the combined resources of each company to address the challenges customers face in the wake of compelling secular trends, including workforce mobility, rapid adoption of cloud-based applications and the proliferation of connected products.
- Talented Team Positioned To Capture Exciting Growth Opportunities – Through a commitment to retaining the best talent from both companies, the new company will have a seasoned management team with a track record of driving growth, innovation, and shareholder value. The combined company’s Board will be comprised of experienced directors from both LogMeIn and Citrix who share a commitment to customer satisfaction and shareholder value creation.
- Powerful Financial Profile That Drives Long – Term Shareholder Value – Shareholders are expected to benefit from the significant free cash flow generated as a result of synergy capture, and the scale of the combined company would enable us to take advantage of operational efficiencies over the longer term to continuously improve the company’s financial profile.
Financial Benefits of the Transaction
LogMeIn expects the combined company to have a strong financial profile, including:
- Pro Forma revenue of more than $1 billion
- Pro Forma Adjusted EBITDA margins of approximately 35%, after realizing year one run rate cost synergies of $65 million
- Pro Forma Free cash flow of more than $250 million (after year one run rate cost synergies)
- Anticipated Pro Forma 35%+ Free Cash Flow Accretion over Standalone LogMeIn (after year one run rate cost synergies)
The combined company is expected to achieve run rate cost synergies of more than $100 million within two years post-close.
Management, Governance and Headquarters
LogMeIn’s Bill Wagner will continue in his role as President and CEO, and LogMeIn’s Ed Herdiech will serve as Chief Financial Officer. Certain members of the GoTo management team are expected to join the combined company as well. The combined company will be headquartered in Boston.
Upon closing, the combined company’s Board of Directors will consist of nine directors: five current LogMeIn directors and four Citrix director appointees. Citrix’s four director appointees have proven expertise in driving operational efficiency and will include current Citrix directors Bob Calderoni, Jesse Cohn, and Peter Sacripanti, as well as Citrix’s Chief Operating Officer and Chief Financial Officer, David Henshall. Michael Simon, former CEO and current Chairman of the Board of LogMeIn, will remain in place as Chairman of the combined company’s Board. Bill Wagner will also retain his Board seat. LogMeIn’s other three directors will be named at a later date.
The Board will form an Operating Committee upon the close of the transaction, which will consist of two LogMeIn directors and two Citrix directors, all of whom will be named at a later date, to oversee the realization of the full value of the identified synergies. Management and the Operating Committee intend to retain the services of a globally recognized consulting firm to advise on the capture of synergies.
The combination of LogMeIn and Citrix’s GoTo family of products will be effected through a Reverse Morris Trust (RMT) transaction, pursuant to which Citrix has created a wholly owned subsidiary, or GetGo, to hold the GoTo business. Citrix will distribute that subsidiary to Citrix shareholders in either a spin-off or split-off transaction. Immediately thereafter, the GetGo subsidiary will be merged with a wholly owned subsidiary of LogMeIn, with GetGo surviving the merger and remaining as a wholly owned subsidiary of LogMeIn. The combination will result in Citrix equityholders receiving an aggregate of approximately 27.6 million LogMeIn shares on a fully diluted basis. Under the RMT structure, the transaction is expected to be tax-free to Citrix and its shareholders for U.S. federal income tax purposes. Immediately following the transaction, Citrix shareholders will own approximately 50.1% of all outstanding shares of the combined company on a fully diluted basis, while existing LogMeIn shareholders will own approximately 49.9% of the combined company on a fully diluted basis.
The issuance of shares by LogMeIn in connection with the transaction requires approval by LogMeIn shareholders, and the transaction is subject to certain regulatory approvals and other customary closing conditions, including receipt of opinions of counsel with respect to the tax-free nature of the proposed transaction. In connection with the definitive agreement, Michael Simon, LogMeIn’s Chairman of the Board, who currently owns more than 3% of LogMeIn’s shares, has agreed to vote in favor of the transaction. The transaction is expected to close during the first quarter of 2017.
In connection with approving the transaction, on July 26, 2016, LogMeIn’s Board of Directors also declared a special cash dividend of $0.50 per share of common stock. The special dividend will be paid on August 26, 2016 to shareholders of record on August 8, 2016. LogMeIn currently has approximately 25.3 million shares of common stock outstanding. As contemplated by the definitive agreement, the Company announced that it currently expects to declare an additional dividend of $0.50 per share of common stock prior to the consummation of the transaction and a final dividend of $0.50 per share of common stock subject to the consummation of the transaction, on or about the date of such consummation.