TIBCO Software Inc. and affiliates of Evergreen Coast Capital Corp. entered into a definitive agreement to acquire Citrix Systems, Inc. (NasdaqGS:CTXS) from Elliott Management Corporation and others for $13.6 billion on January 31, 2022. Citrix will be acquired in an all-cash transaction valued at $16.5 billion, including the assumption of Citrix debt. Under the terms of the agreement, Citrix shareholders will receive $104 in cash per share. The per share purchase price represents a premium of 30% over the company's unaffected 5-day VWAP as of December 7, 2021, the last trading day before market speculation regarding a potential transaction, and a premium of 24% over the closing price on December 20, 2021, the last trading day prior to media reports regarding a potential bid from Vista and Evergreen. The transaction provides the shareholders with significant immediate cash value. Vista Equity Partners Management, LLC and Evergreen intend to combine Citrix and TIBCO Software, one of Vista's portfolio companies. As a result of transaction, Citrix will go private. Citrix will continue to operate under the Citrix name and brand, and will remain headquartered in Fort Lauderdale, Florida. Citrix shareholders will receive a 30% premium to Citrix's unaffected price. Under certain circumstances and in compliance with certain obligations set forth in the Merger Agreement, Citrix is permitted to terminate the agreement prior to receipt of the Stockholder Approval to accept a Superior Proposal, subject to the payment of a termination fee of $409 million. The agreement provides that TIBCO shall pay Citrix an $818 million termination fee (i) if Citrix terminates the Merger Agreement due to certain uncured breaches by TIBCO, Merger Sub or TIBCO or because TIBCO fails to consummate the Merger after all conditions are met. TIBCO has obtained equity and debt financing commitments for the transactions contemplated by the Merger Agreement, the aggregate proceeds of which, together with cash on hand at TIBCO and the Company, will be sufficient for Parent to pay the aggregate Merger Consideration and all related fees and expenses of Parent and Merger Sub and to repay the Company's outstanding debt. Elliott Associates, L.P. and Elliott International, L.P., funds affiliated with Elliott, have committed, pursuant to an equity commitment letter dated as of January 31, 2022, to capitalize Parent, at or prior to the Effective Time, with an aggregate equity contribution in an amount of $2.275 billion, on the terms and subject to the conditions set forth in the Equity Commitment Letters. Bank of America, N.A., Credit Suisse AG, Goldman Sachs Bank USA, Barclays Bank PLC, Citigroup Global Markets Inc., Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, KKR Capital Markets LLC, Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc. and Royal Bank of Canada have committed to provide debt financing for the Merger consisting of (i) a senior secured term loan facility in an aggregate principal amount equal to $7.05 billion, (ii) a senior secured revolving credit facility in an aggregate principal amount equal to $1.0 billion, (iii) a senior secured bridge term facility in an aggregate principal amount equal to $4.0 billion and (iv) an unsecured bridge term facility in an aggregate principal amount equal to $3.95 billion, in each case, on the terms and subject to the conditions set forth in a commitment letter, dated as of January 31, 2022 and delivered to the Company in advance of execution of the Merger Agreement. Vista and Evergreen also announced today that, upon closing of the transaction, Tom Krause will assume the role of Chief Executive Officer of the combined company. Bob Calderoni will continue to serve as Citrix Interim Chief Executive Officer and President until the completion of the transaction.

The transaction is subject to approval by Citrix shareholders and receipt of regulatory approvals, the consents required under the Antitrust Laws and applicable foreign investment regulations overseen by the relevant Governmental Authority of the jurisdictions, Citrix stockholder approval and other closing conditions. The transaction is not subject to a financing condition. Elliott and certain of its affiliates, which hold an approximately 12% interest in Citrix through a combination of outstanding shares of Citrix common stock and derivatives, have entered into a voting agreement with Citrix, pursuant to which they have agreed, among other things, to vote their shares of Citrix common stock in favor of the transaction. TIBCO's Board has approved the agreement. The transaction has been unanimously approved by the members of the Citrix Board of Directors. As of March 16, 2022, the shareholders meeting of Citrix is scheduled on April 21, 2022. As of April 21, 2022, the shareholders of Citrix has approved the deal. As of March 16, 2022, the waiting period under Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired. As of July 6, 2022, the transaction was approved by The Competition Commission of India. As of July 13, 2022, the European Commission has approved the deal. As of September 7, 2022, all regulatory approvals required under the agreement have been obtained. The transaction is expected to close in mid of 2022. As of July 11, 2022, the transaction is expected to close in third quarter of 2022. As of September 7, 2022, Citrix expects the merger to close during the last week of September 2022, subject to satisfaction of the remaining customary closing conditions. As of September 22, 2022, the transaction is expected to close on September 30, 2022.

Qatalyst Partners acted as financial advisor with a service fee of $5 million while Goodwin Procter LLP acted as legal advisor for Citrix. BofA Securities, Barclays, Citi, Credit Suisse, Goldman Sachs & Co. LLC, Lazard, and Mizuho Securities USA LLC acted as financial advisors for Vista and Evergreen. David Klein, Chelsea Darnell, Daniel Wolf, Stuart Casillas, Simon Root, Eva Mak, Sonali Jindal, Austin Glassman, Josh Korff, Tim Cruickshank, Jennifer Lee, David Kung, Heidi Yuen and Rohit Nafday of Kirkland & Ellis LLP acted as legal advisors for TIBCO and Vista. Richard J. Birns of Gibson, Dunn & Crutcher LLP and Ryan Rafferty, Jeffrey Ross, of Debevoise & Plimpton LLP acted as legal advisors for Evergreen. The Company Board has received from Qatalyst Partners, LP an opinion. Morgan Stanley acted as financial advisor to Evergreen and Vista Equity parent of TIBCO Software Inc. MacKenzie Partners, Inc. acted as information agent to Citrix. AZB & Partners acted as legal advisor to Evergreen Coast Capital Corp. and Vista Equity Partners. Wilson Sonsini Goodrich & Rosati advised Qatalyst Partners, the financial advisor to Citrix.

TIBCO Software Inc. completed the acquisition of Citrix Systems, Inc. (NasdaqGS:CTXS) from Elliott Management Corporation and others on September 30, 2022. With the completion of this deal, Citrix common stock has ceased trading and is no longer listed on the NASDAQ Stock Market. It will operate as a wholly owned subsidiary of TIBCO.