LogMeIn, Inc. (NASDAQ: LOGM), a leading provider of cloud-based
connectivity, today announced that it has entered into a definitive
agreement (or the “Agreement”) to be acquired in a transaction led
by affiliates of Francisco Partners, a leading technology-focused
global private equity firm, and including Evergreen Coast Capital
Corporation (“Evergreen”), the private equity affiliate of Elliott
Management Corporation (“Elliott”), for $86.05 per share in cash.
The all-cash transaction values LogMeIn at an aggregate equity
valuation of approximately $4.3 billion.
Under the terms of the Agreement, LogMeIn
shareholders will receive $86.05 in cash for each share of
LogMeIn’s common stock they hold. This consideration represents a
premium of approximately 25% to LogMeIn’s unaffected closing stock
price on September 18, 2019, the last trading day before a media
report was published speculating about a potential sale process.
The Board of Directors of LogMeIn approved the Agreement and
recommended that shareholders vote in favor of the transaction.
“This transaction acknowledges the significant
value of LogMeIn and provides our stockholders with a meaningful
and certain cash offer at a compelling premium,” said Bill Wagner,
President and Chief Executive Officer of LogMeIn. “Together,
Francisco Partners and Evergreen are committed to addressing the
unique needs of both our core and growth assets. We believe our
partnership with Francisco Partners and Evergreen will help put us
in a position to deliver the operational benefits needed to achieve
sustained growth over the long term.”
“LogMeIn has a compelling product portfolio and
leadership in the Unified Communications and Collaboration,
Identity, and Digital Engagement markets,” said Andrew Kowal,
Senior Partner at Francisco Partners. “We look forward to working
with Bill and the leadership team at LogMeIn to accelerate
growth and product investment organically and inorganically.”
“This investment builds on the strength of our
infrastructure and security software franchise and we are thrilled
to partner with the company to achieve its long-term strategic
vision,” added Dipanjan “DJ” Deb, co-founder and CEO of Francisco
Partners.
“We have deep appreciation for the LogMeIn
franchise and leadership team from our long-term involvement in the
business,” said Elliott Partner Jesse Cohn and Portfolio Manager
Jason Genrich. “We look forward to partnering with Bill and the
entire executive leadership team alongside Francisco Partners on
the next phase of growth and value creation for LogMeIn as a
private company.”
Christine Wang, Principal at Francisco Partners
also commented, "We are excited to invest in LogMeIn and support
its mission to deliver best-in-class software solutions to the
modern workforce.”
The transaction is expected to close in
mid-2020, subject to customary closing conditions, including the
receipt of stockholder and regulatory approvals.
The definitive agreement for the transaction
includes a customary 45-day “go-shop” period which permits LogMeIn
and its advisors to actively solicit alternative acquisition
proposals, and potentially enter negotiations with other parties
that make alternative acquisition proposals. LogMeIn will have the
right to terminate the definitive agreement to accept a superior
proposal subject to the terms and conditions of the definitive
agreement. There can be no assurance that this process will result
in a superior proposal, and LogMeIn does not intend to disclose
developments with respect to the solicitation process unless and
until its Board of Directors makes a determination requiring
further disclosure.
Qatalyst Partners and J.P. Morgan Securities LLC
are acting as financial advisors to LogMeIn, and Latham &
Watkins LLP is serving as the company’s legal advisor.
Mizuho Bank, Ltd. is acting as lead financial
advisor and Barclays, Deutsche Bank Securities, Jefferies LLC, and
RBC Capital Markets are acting as co-financial advisors to
Francisco Partners and Evergreen with Paul Hastings LLP, Kirkland
& Ellis LLP, and Gibson, Dunn & Crutcher LLP serving as
legal advisors. Barclays, RBC Capital Markets, Deutsche Bank
Securities, Jefferies Finance LLC, and Mizuho Bank, Ltd. have
provided committed debt financing for the transaction.
About LogMeInLogMeIn, Inc.
(Nasdaq: LOGM) simplifies how people connect with each other and
the world around them to drive meaningful interactions, deepen
relationships, and create better outcomes for individuals and
businesses. One of the world’s top 10 public SaaS companies, and a
market leader in unified communication & collaboration,
identity & access management, and customer engagement &
support solutions, LogMeIn has millions of customers spanning
virtually every country across the globe. LogMeIn is headquartered
in Boston with additional locations in North America, South
America, Europe, Asia and Australia.
About Francisco
PartnersFrancisco Partners is a leading global private
equity firm that specializes in investments in technology and
technology-enabled businesses. Since its launch 20 years ago,
Francisco Partners has raised over $15 billion in committed capital
and invested in more than 275 technology companies, making it one
of the most active and longstanding investors in the technology
industry. The firm invests in opportunities where its deep sectoral
knowledge and operational expertise can help companies realize
their full potential. For more information on Francisco Partners,
please visit: www.franciscopartners.com
About Elliott and
EvergreenElliott Management Corporation manages two
multi-strategy investment funds which combined have approximately
$38 billion of assets under management. Its flagship fund, Elliott
Associates, L.P., was founded in 1977, making it one of the oldest
funds of its kind under continuous management. The Elliott funds'
investors include pension plans, sovereign wealth funds,
endowments, foundations, funds-of-funds, high net worth individuals
and families, and employees of the firm. This investment is being
led by Evergreen Coast Capital, Elliott's Menlo Park affiliate,
which focuses on technology investing.
Additional Information and Where to Find
ItThis communication relates to the proposed merger
transaction involving LogMeIn, Inc. (the “Company”). In connection
with the proposed merger, the Company will file relevant materials
with the U.S. Securities and Exchange Commission (the “SEC”),
including the Company’s proxy statement on Schedule 14A (the “Proxy
Statement”). This communication is not a substitute for the Proxy
Statement or any other document that the Company may file with the
SEC or send to its stockholders in connection with the proposed
merger. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF THE
COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE
SEC, INCLUDING THE PROXY STATEMENT, WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders will be able to obtain
the documents (when available) free of charge at the SEC’s website,
http://www.sec.gov, and the Company’s website, www.logmeininc.com.
In addition, the documents (when available) may be obtained free of
charge by directing a request to InvestorRelations@LogMeIn.com.
Participants in SolicitationThe
Company and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the holders of
the Company’s common stock in respect of the proposed transaction.
Information about the directors and executive officers of the
Company is set forth in the proxy statement for the Company’s 2019
annual meeting of stockholders, which was filed with the SEC on
April 12, 2019, and in other documents filed by the Company,
including on behalf of such individuals, with the SEC. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the Proxy
Statement and other relevant materials to be filed with the SEC in
respect of the proposed transaction when they become available.
Cautionary Statements Regarding
Forward-Looking InformationCertain statements contained in
this communication may constitute forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements are indicated by words or phrases such as “guidance,”
“believes,” “expects,” “intends,” “forecasts,” “can,” “could,”
“may,” “anticipates,” “estimates,” “plans,” “projects,” “seeks,”
“should,” “targets,” “will,” “would,” “outlook,” “continuing,”
“ongoing,” and similar words or phrases and the negative of such
words and phrases. Forward-looking statements are based on the
Company’s current plans and expectations and involve risks and
uncertainties which are, in many instances, beyond the Company’s
control, and which could cause actual results to differ materially
from those included in or contemplated or implied by the
forward-looking statements. Such risks and uncertainties include
the following: the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement; the failure to obtain the Company’s stockholders’
approval of the transaction; the failure to obtain certain required
regulatory approvals to the completion of the transaction or the
failure to satisfy any of the other conditions to the completion of
the transaction; the effect of the announcement of the transaction
on the ability of the Company to retain and hire key personnel and
maintain relationships with its key business partners and
customers, and others with whom it does business, or on its
operating results and businesses generally; risks associated with
the disruption of management’s attention from ongoing business
operations due to the transaction; the ability to meet expectations
regarding the timing and completion of the merger; and other risks
and uncertainties described in the Company’s reports and filings
with the SEC, including the risks and uncertainties set forth in
Item 1A under the heading Risk Factors in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2018 filed with
the SEC on February 21, 2019 and other periodic reports the Company
files with the SEC, which are available at www.sec.gov and the
Company’s website at www.logmeininc.com. The Company undertakes no
obligation to update forward-looking statements to reflect
developments or information obtained after the date hereof and
disclaims any obligation to do so other than as may be required by
law. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date
hereof.
Contact Information:Investors
Rob Bradley LogMeIn,
Inc.781-897-1301Rob.Bradley@LogMeIn.com
PressCraig VerColenLogMeIn,
Inc.781-897-0696Press@LogMeIn.com
Francisco PartnersJohn
Moore215-657-4971 press@franciscopartners.com
Elliott and Evergreen Stephen
Spruiell212-478-2017sspruiell@elliottmgmt.com
LogMeIn (NASDAQ:LOGM)
Historical Stock Chart
From May 2024 to Jun 2024
LogMeIn (NASDAQ:LOGM)
Historical Stock Chart
From Jun 2023 to Jun 2024