July 26, 2016
LogMeIn, Inc. (NASDAQ: LOGM) and Citrix Systems, Inc. (NASDAQ: CTXS) have 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 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. The transaction is expected to close during the first quarter of 2017.
Latham & Watkins LLP represents LogMeIn in the transaction with a M&A team led by Boston partner John Chory, Chicago partner Bradley Faris and Chicago associate Jason Morelli. Advice has also been provided on securities matters by Boston partner Susan Mazur with Boston associate Emily Taylor and Washington, D.C. associate Jessica Munitz; on tax matters by Los Angeles partner Laurence Stein; on antitrust matters by San Francisco partner Karen Silverman; on intellectual property matters by Boston partner Sarah Gagan; and on benefits and compensation matters by Washington, D.C. partner David Della Rocca with associate Matthew Conway.