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Item 1.01.
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Entry into a Material Definitive Agreement.
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On January 16, 2021, Citrix Systems, Inc., a Delaware corporation (“Citrix”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Citrix, Wrangler Topco, LLC, a Delaware limited liability company (“Wrangler”), Wallaby Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Citrix (“Merger Sub”), and Vista Equity Partners Management, LLC (“Vista”), solely in its capacity as the representative of the equityholders of Wrangler, pursuant to which Merger Sub will merge with and into Wrangler (the “Merger”), with Wrangler surviving the Merger and becoming a wholly-owned subsidiary of Citrix. Wrangler is the parent entity of Wrike, Inc., a company offering a market-leading born-in-the-cloud Collaborative Work Management platform.
Subject to the terms and conditions of the Merger Agreement, upon the consummation of the Merger, Citrix will acquire all of the equity interests of Wrangler for $2.25 billion in cash, subject to certain adjustments as set forth in the Merger Agreement (the “Merger Consideration”). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, (i) each outstanding equity unit of Wrangler, each outstanding and vested option to acquire equity units of Wrangler and each outstanding and unvested restricted stock unit of Wrangler will be cancelled and converted into the right to receive a portion of the Merger Consideration; and (ii) each unvested option to acquire equity units of Wrangler will be cancelled and converted into an option to acquire shares of common stock of Citrix, in each case in accordance with the terms of the Merger Agreement.
Citrix, Wrangler and Merger Sub each made customary representations, warranties and covenants in the Merger Agreement, including covenants from Wrangler to conduct the Wrangler business in the ordinary course and not to take certain actions during the period between signing and closing of the Merger. Additionally, upon consummation of the Merger, $35.0 million of the Merger Consideration will be held in a third party escrow for up to one year following the consummation of the Merger to fund (1) potential payment obligations of the former equityholders of Wrangler with respect to post-closing adjustments to the Merger Consideration and (2) potential post-closing indemnification obligations of the former equityholders of Wrangler, in each case in accordance with the terms of the Merger Agreement.
Completion of the Merger is subject to various closing conditions, including, among other things, the expiration or termination of required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Merger Agreement contains certain customary termination rights for Citrix and Wrangler, including the right to terminate if the Merger is not consummated on or before June 30, 2021.
The Merger Agreement and the transactions contemplated thereby, including the Merger, have been approved by the Board of Directors of Citrix and the Board of Managers of Wrangler, and subsequent to the execution of the Merger Agreement, by the requisite approval of Wrangler’s equityholders.
The representations, warranties and covenants contained in the Merger Agreement have been made solely for the benefit of the parties thereto. In addition, such representations, warranties and covenants (1) have been made only for purposes of the Merger Agreement, (2) have been qualified by confidential disclosures made in confidential disclosure schedules delivered in connection with the Merger Agreement, (3) are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors, (4) were made only as of the date of the Merger Agreement, the closing date of the Merger or such other date as is specified in the Merger Agreement, and (5) have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as fact. Accordingly, the Merger Agreement and the related description are included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding the parties thereto or their respective businesses or to modify or supplement any factual disclosures about Citrix in its reports filed with the U.S. Securities and Exchange Commission. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties to the Merger Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Citrix’s public disclosures.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement. A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and incorporated into this Item 1.01 by reference.
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