As previously announced, on December 17, 2019, LogMeIn, Inc., a Delaware corporation (the Company), entered into an
Agreement and Plan of Merger (the Merger Agreement) with Logan Parent, LLC, a Delaware limited liability company (Parent), and Logan Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of
Parent (Merger Sub), providing for the merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the Merger). The consummation of the Merger is
conditioned upon, among other things, the expiration or termination of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act).
On January 7, 2020, the U.S. Federal Trade Commission notified the Company that early termination of the waiting period under the HSR Act
was granted, effective immediately.
The consummation of the Merger remains subject to adoption of the Merger Agreement by the
Companys stockholders and the satisfaction or waiver of the other closing conditions set forth in the Merger Agreement.
Additional Information
and Where to Find It:
This communication relates to the proposed merger transaction involving the Company. In connection with the
proposed merger, the Company will file relevant materials with the SEC, including the Companys 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
SECs website, http://www.sec.gov, and the Companys 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 the Solicitation:
The
Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of the Company 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 Companys 2019 annual meeting of stockholders, which was filed with the SEC on April 12, 2019 (the 2019 Proxy Statement), 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.
Forward-Looking Statements:
This Current
Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, including statements
regarding the proposed transaction and the ability to consummate the proposed transaction. 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 Companys current plans and expectations
and involve risks and uncertainties which are, in many instances, beyond the Companys control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements.
Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (1) the Company may be unable to obtain stockholder approval for the proposed
transaction; (2) the conditions to the closing of the proposed transaction may not be satisfied and required regulatory approvals may not be obtained; (3) the proposed transaction may involve unexpected costs, liabilities or delays;
(4) the business of the Company may suffer as a result of uncertainty surrounding the proposed transaction; (5) the Company may be adversely affected by other economic, business, legislative, regulatory and/or competitive factors;
(6) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (7) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in
employee retention as a result of the proposed transaction; (8) the failure by Parent or Merger Sub to obtain the necessary debt and equity financing arrangements set forth in the commitment letters received in connection with the proposed
transactions; and (9) other risks to consummation of the proposed transaction, including the risk that the proposed transaction will not be consummated within the expected time period or at all. If the proposed transaction is consummated, the
Companys stockholders will cease to have any equity interest in the Company and will have no right to participate in its earnings and future growth. The foregoing review of important factors that could cause actual results to differ from
expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the Companys filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2018 and recent Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K filed with the SEC, which are available on the SECs website at www.sec.gov. Except as required by applicable law, the Company undertakes no obligation to update any forward-looking
statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. The Company does not intend, and assumes no obligation, to update any forward-looking statements. The Companys
filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2018, the 2019 Proxy Statement and recent Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SECs website at www.sec.gov.