LOGM LogMeIn Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

LogMeIn, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

DATED [●], 2020

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

DATED JANUARY [●], 2020

320 Summer Street

Boston, MA 02210

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

January [●], 2020

Dear Fellow Stockholders:

You are cordially invited to attend a special meeting of stockholders of LogMeIn, Inc., a Delaware corporation (“LogMeIn,” the “Company,” “we” or “us”), to be held on [●], 2020 at the offices of Latham & Watkins LLP, 200 Clarendon St, Boston, MA 02116, at [●] Eastern Time. This proxy statement is dated [●], 2020 and was first mailed to stockholders of LogMeIn on or about [●], 2020.

At the special meeting, you will be asked to consider and vote on three matters:

If the Merger is completed, you will be entitled to receive $86.05 in cash, without interest and subject to all applicable withholding taxes, for each share of LogMeIn common stock you own (unless you have properly demanded appraisal for your shares in accordance with, and have complied in all respects with, Section 262 of the General Corporation Law of the State of Delaware), which represents a premium of approximately 25% over the closing price of LogMeIn common stock on September 18, 2019, the last trading day before a media report was published speculating about a potential sale process, and a premium of 25% over the 30 day volume-weighted average on the same date.

After reviewing and considering the terms and conditions of the Merger and the factors more fully described in the enclosed proxy statement, our board of directors (i) approved, adopted and declared advisable the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (ii) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of, LogMeIn and its stockholders, (iii) directed that the Merger Agreement be submitted to the stockholders of LogMeIn for adoption at the special meeting, and (iv) recommended that LogMeIn’s stockholders adopt the Merger Agreement.

Our board of directors recommends that you vote: (1) “FOR” the proposal to adopt the Merger Agreement; (2) “FOR” the proposal to adjourn the special meeting to a later date or dates if necessary; and (3) “FOR” the non-binding, advisory proposal to approve certain compensation that will or may become payable to our named executive officers in connection with the Merger.

The accompanying proxy statement contains, among other things, detailed information about LogMeIn, the special meeting, the Merger, the Merger Agreement and the Merger-related compensation. We encourage you to read the accompanying proxy statement, including its appendices and all documents incorporated by reference therein, carefully and in its entirety.

Your vote is very important, regardless of the number of shares of LogMeIn common stock that you own. We cannot complete the Merger unless the Merger Agreement is adopted by the affirmative vote of the holders of a majority of the shares of outstanding LogMeIn common stock as of the record date entitled to vote on the matter. The failure of any stockholder of record to vote in person by ballot at the special meeting or to submit a signed proxy card will have the same effect as a vote “AGAINST” the Merger Agreement. If you hold your shares in “street name,” the failure to instruct your broker, bank or nominee on how to vote your shares will have the same effect as a vote “AGAINST” the Merger Agreement. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” the Merger Agreement.

We hope that you will be able to attend the special meeting. However, whether or not you plan to attend in person, please complete, sign, date and return the proxy card enclosed with the accompanying proxy statement, or if your shares are held in “street name” through a broker, bank or nominee, instruct your broker, bank or nominee on how to vote your shares using the voting instruction form furnished by your broker, bank or nominee, as promptly as possible. Submitting a signed proxy by mail will ensure your shares are represented at the special meeting. If your shares are held in “street name” through a broker, bank or nominee, you may provide voting instructions through your broker, bank or nominee by completing and returning the voting form provided by your broker, bank or nominee, or electronically over the Internet or by telephone through your broker, bank or nominee if such a service is provided. To provide voting instructions over the Internet or by telephone through your broker, bank or nominee, you should follow the instructions on the voting form provided by your broker, bank or nominee.

On behalf of the board of directors and management of LogMeIn, I extend our appreciation for your continued support and your consideration of this matter.

Sincerely,

Michael J. Donahue

Secretary

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document or the accompanying proxy statement, including the Merger, passed upon the merits or fairness of such transactions or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

DATED January [●], 2020

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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

DATED JANUARY [ 🌑 ], 2020

any vote on the Adjournment Proposal or the Compensation Proposal. Abstentions will have the same effect as a vote “AGAINST” the Merger Proposal, but assuming a quorum is present, will have no effect on the outcome of any vote on the Adjournment Proposal and the Compensation Proposal. If you sign, date and return your proxy card without indicating how you wish to vote on a proposal, your proxy will be voted “FOR” such proposal.

The presence at the special meeting, in person or by proxy, of the holders of a majority of the shares of outstanding LogMeIn common stock entitled to vote at the special meeting will constitute a quorum for the transaction of business at the special meeting. Abstentions will be counted as present for purposes of determining the existence of a quorum. Shares held in “street name” for which the applicable broker, bank or nominee receives no instructions regarding how to vote on any of the proposals before the special meeting will not be counted as present at the special meeting for quorum purposes. Shares held in “street name” for which the applicable broker, bank or nominee receives instructions regarding how to vote on one or more but not all of the proposals before the special meeting will be counted present at the special meeting for quorum purposes.

Stockholders who do not vote in favor of the Merger Proposal and who otherwise meet the requirements of Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) will have the right to seek appraisal of the fair value of their shares of LogMeIn common stock, as determined in accordance with Section 262 of the DGCL. In addition to not voting in favor of the Merger Proposal, any stockholder wishing to exercise its appraisal rights must deliver a written demand for appraisal to LogMeIn before the vote on the Merger Proposal and must comply in all respects with the requirements of Section 262 of the DGCL, the text of which is attached as Appendix B to the accompanying proxy statement and is incorporated by reference therein.

Our board of directors recommends that you vote: (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

By Order of the Board of Directors,

William R. Wagner

President and Chief Executive Officer

Boston, Massachusetts

[●], 2020

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YOUR VOTE IS IMPORTANT

Ensure that your shares of LogMeIn common stock are voted at the special meeting by submitting your proxy or, if your shares of LogMeIn common stock are held in “street name” through a broker, bank or nominee, by contacting your broker, bank or nominee. If you do not submit a proxy, vote in person at the special meeting or instruct your broker, bank or nominee how to vote your shares, it will have the same effect as voting “AGAINST” the Merger Proposal, but assuming a quorum is present, will have no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal.

If your shares of LogMeIn common stock are registered directly in your name: If you are a stockholder of record, you may submit a proxy to vote your shares of LogMeIn common stock by mail. Please follow the instructions on the enclosed form of proxy.

If your shares of LogMeIn common stock are held in the name of a broker, bank or nominee: You will receive voting instructions from the organization holding your account and you must follow those instructions to vote your shares of LogMeIn common stock. As a beneficial owner, you have the right to direct your broker, bank or nominee on how to vote the shares of LogMeIn common stock in your account. Your broker, bank or nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

If you fail to submit a signed proxy card, fail to attend the special meeting or, if you hold your shares through a bank, broker or nominee, fail to provide voting instructions to your bank, broker or nominee, your shares of LogMeIn common stock will not be counted for purposes of determining whether a quorum is present at the special meeting. If you hold your shares of LogMeIn common stock through a broker, bank or nominee, you must obtain from the record holder a valid legal proxy issued in your name in order to vote in person at the special meeting. A stockholder providing a proxy may revoke it at any time before 11:59 p.m., Eastern Time the day before the special meeting if such revocation is exercised by providing written notice of revocation to our Corporate Secretary, by voting in person at the special meeting or by providing a proxy of a later date, pursuant to the instructions set forth in “Revocability of Proxies” on page 28 of the accompanying proxy statement. Attendance at the special meeting alone will not revoke a submitted proxy.

We encourage you to read the accompanying proxy statement, including its appendices and all documents incorporated by reference therein, carefully and in their entirety. If you have any questions concerning the Merger, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of LogMeIn common stock, please contact our proxy solicitor:

Innisfree M&A Incorporated

Toll-Free: (888) 750-5834

Banks and Brokers Call Collect: (212) 750-5833

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE COMPLETE, DATE, SIGN AND RETURN A PROXY CARD, OR INSTRUCT YOUR BROKER, BANK OR NOMINEE ON HOW TO VOTE YOUR SHARES USING THE VOTING INSTRUCTION FORM FURNISHED BY YOUR BROKER, BANK OR NOMINEE, AS PROMPTLY AS POSSIBLE.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address briefly some commonly asked questions regarding the special meeting, the Agreement and Plan of Merger, dated as of December 17, 2019 (as it may be amended from time to time, the “Merger Agreement”) by and among LogMeIn, Inc., a Delaware corporation (“LogMeIn,” the “Company,” “we,” “us” or “our”), Logan Parent, LLC, a Delaware limited liability company (“Parent”), and Logan Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the merger of Merger Sub with and into LogMeIn in accordance with the Merger Agreement (the “Merger”). These questions and answers may not address all questions that may be important to you as a stockholder of LogMeIn. Please refer to the preceding section of this proxy statement entitled “Summary” and the more detailed information contained elsewhere in this proxy statement, its appendices, including the Merger Agreement, and the documents incorporated by reference herein, which you should read carefully and in their entirety.

Q:    Why am I receiving these materials?

A:    On December 17, 2019, LogMeIn entered into the Merger Agreement, pursuant to which, among other things, Merger Sub will merge with and into LogMeIn, with LogMeIn surviving (the “Surviving Corporation”) the Merger and becoming a wholly-owned subsidiary of Parent. A copy of the Merger Agreement is attached as Appendix A to this proxy statement and is incorporated by reference herein. Our Board of Directors (the “Board”) is furnishing this proxy statement and form of proxy card to the holders of LogMeIn common stock in connection with the solicitation of proxies in favor of the Merger Proposal, the Adjournment Proposal and the Compensation Proposal (each as described below) to be voted at a special meeting of stockholders or at any adjournments or postponements thereof.

Q:    When and where is the special meeting?

A:    The special meeting will take place on [●], 2020 at the offices of Latham & Watkins LLP, 200 Clarendon St, Boston, MA 02116, at [●] Eastern Time.

Q:    Who is entitled to vote at the special meeting?

A:    To be able to vote on the matters presented at the special meeting, you must have been a stockholder of record at the close of business on [●], 2020 (the “Record Date”). The aggregate number of shares entitled to vote at this meeting is [●] shares of LogMeIn common stock, which is the number of shares that were outstanding as of the Record Date.

Q:    How many votes do I have?

A:    Each share of LogMeIn common stock that you owned as of the close of business on the Record Date entitles you to one vote on each matter that is voted on at the special meeting.

Q:    May I attend the special meeting and vote in person?

A:    Yes. All stockholders of record as of the Record Date may attend the special meeting and vote in person. Stockholders will need to present proof of ownership of LogMeIn common stock as of the Record Date, such as a bank or brokerage account statement, and a form of personal identification to be admitted to the special meeting. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the special meeting.

Whether or not you plan to attend the special meeting in person, we encourage you to complete, sign, date and return the enclosed proxy to ensure that your shares of LogMeIn common stock will be represented at the special meeting. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

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If you are a beneficial owner and hold your shares of LogMeIn common stock in “street name” through a broker, bank or nominee, you should instruct your broker, bank or nominee on how you wish to vote your shares of LogMeIn common stock using the instructions provided by your broker, bank or nominee. Your broker, bank or nominee cannot vote on any of the proposals, including the Merger Proposal (as described below), without your instructions. If you hold your shares of LogMeIn common stock in “street name,” because you are not the stockholder of record, you may not vote your shares of LogMeIn common stock in person at the special meeting unless you request and obtain a valid legal proxy in your name from your broker, bank or nominee.

Q:    What am I being asked to vote on at the special meeting?

Q:    What is the proposed Merger and what effects will it have on LogMeIn?

A:    The proposed Merger is the acquisition of LogMeIn by Parent pursuant to the Merger Agreement. If the Merger Proposal is approved by the holders of LogMeIn common stock and the other closing conditions under the Merger Agreement are satisfied or waived, Merger Sub will merge with and into LogMeIn, with LogMeIn continuing as the Surviving Corporation. As a result of the Merger, LogMeIn will become a wholly-owned subsidiary of Parent. LogMeIn will cooperate with Parent to de-list LogMeIn common stock from the NASDAQ Global Select Market and de-register under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as promptly as practicable following the effective time of the Merger and, at such time, LogMeIn will no longer be a publicly traded company and will no longer be required to file periodic reports with the Securities and Exchange Commission (the “SEC”). If the Merger is consummated, you will not own any shares of the capital stock of the Surviving Corporation.

Q:    What will I receive if the Merger is completed?

A:    Upon completion of the Merger, you will be entitled to receive $86.05 in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”), for each share of LogMeIn common stock that you own, unless you are entitled to and have properly demanded appraisal rights and have complied in all respects with Section 262 of the Delaware General Corporation Law (“DGCL”) with respect to such share. For example, if you own 100 shares of LogMeIn common stock, you will be entitled to receive $8,605.00 in cash in exchange for such shares, without interest and less any applicable withholding taxes. In either case, as a result of the Merger, your shares will be cancelled and you will not own shares in LogMeIn, the surviving corporation which will be a wholly-owned subsidiary of Parent following the Merger.

Q:    How does the Merger Consideration compare to the market price of LogMeIn common stock prior to the public announcement of the Merger Agreement?

A:    The Merger Consideration represents a premium of approximately 25% over the closing price of LogMeIn common stock on September 18, 2019, the last trading day before a media report was published speculating about a potential sale process, and a premium of 25% over the 30 day volume-weighted average on the same date.

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Q:    What do I need to do now? If I am going to attend the special meeting, should I still submit a proxy?

A:    We encourage you to read this proxy statement, its appendices, including the Merger Agreement, and the documents incorporated by reference herein, carefully and in their entirety and consider how the Merger affects you. Whether or not you expect to attend the special meeting in person, we encourage you to complete, sign, date and return, as promptly as possible, the enclosed proxy card so that your shares of LogMeIn common stock may be represented and can be voted at the special meeting. If you hold your shares of LogMeIn common stock in “street name,” please refer to the voting instruction forms provided by your broker, bank or nominee to vote such shares.

Q:    Should I send in my stock certificates now?

A:    No. If the Merger Proposal is approved, shortly after the Merger is completed, under the terms of the Merger Agreement, you will receive a letter of transmittal containing instructions for how to send your stock certificates to the paying agent in order to receive the cash payment of the Merger Consideration for each share of LogMeIn common stock represented by the stock certificate or book-entry shares. You should use the letter of transmittal to exchange your stock certificates or book-entry shares for the cash payment to which you are entitled upon completion of the Merger. If your shares of LogMeIn common stock are held in “street name” through a bank, broker or nominee, you will receive instructions from your bank, broker or nominee as to how to effect the surrender of your “street name” shares of LogMeIn common stock in exchange for the Merger Consideration. Please do not send in your stock certificates now.

Q:    What happens if I sell or otherwise transfer my shares of LogMeIn common stock after the Record Date but before the special meeting? What happens if I sell or otherwise transfer my shares of LogMeIn common stock after the special meeting but before the effective time of the Merger?

A:    The Record Date for the special meeting is earlier than the date of the special meeting and earlier than the date the Merger is expected to be completed. If you sell or transfer your shares of LogMeIn common stock after the Record Date but before the special meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or transfer your shares and each of you notifies LogMeIn in writing of such special arrangements, you will retain your right to vote such shares at the special meeting, but will transfer the right to receive the Merger Consideration if the Merger is completed to the person to whom you sell or transfer such shares.

If you sell or transfer your shares of LogMeIn common stock after the special meeting, but before the effective time of the Merger, you will transfer the right to receive the Merger Consideration if the Merger is completed. In order to receive the Merger Consideration, you must hold your shares of LogMeIn common stock through the completion of the Merger.

Even if you sell or otherwise transfer your shares of LogMeIn common stock after the Record Date, we encourage you to sign, date and return the enclosed proxy or, if your shares are held in “street name” through a broker, bank or nominee, instruct your broker, bank or nominee on how to vote your shares using the voting instruction form furnished by your broker, bank or nominee.

Q    What is the position of LogMeIn’s Board of Directors regarding the Merger?

A:    After consulting with its financial advisors and outside legal counsel and after reviewing and considering the terms and conditions of the Merger and the factors more fully described in the enclosed proxy statement, the Board (i) approved, adopted and declared advisable the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (ii) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of, LogMeIn and its stockholders, (iii) directed that the Merger Agreement be submitted to the stockholders of LogMeIn for adoption at the special meeting, and (iv) recommended that LogMeIn’s stockholders adopt the Merger Agreement.

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The Board recommends that you vote: (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

Q:    What happens if the Merger is not completed?

A:    If the Merger Agreement is not adopted by the stockholders of LogMeIn or if the Merger is not consummated for any other reason, you will not receive any payment for your shares of common stock. Instead, we will remain as a public company, LogMeIn common stock will continue to be listed and traded on the NASDAQ Global Select Market and registered under the Exchange Act and we will continue to be obligated to file periodic reports with the SEC.

Under specified circumstances, we may be required to pay Parent a termination fee, or may be entitled to receive a reverse termination fee from Parent, upon the termination of the Merger Agreement, as described in “The Merger Agreement—Termination Fees” on page 114 of this proxy statement.

Q:    Do any of LogMeIn’s directors or officers have interests in the Merger that may differ from those of LogMeIn stockholders generally?

A:    In considering the recommendation of the Board that you vote “FOR” the Merger Proposal, you should be aware that certain of our directors and executive officers may have interests in the Merger that may be different from, or in addition to, your interests as a stockholder. The Board was aware of these interests in approving the Merger Agreement and the Merger and in recommending that the Merger Agreement be adopted by the stockholders of LogMeIn. For a description of these interests, see “The Merger—Interests of the Directors and Executive Officers of LogMeIn in the Merger” on page 71 of this proxy statement.

Q:    What vote is required to adopt the Merger Agreement?

A:    The affirmative vote of the holders of a majority of the shares of LogMeIn common stock outstanding as of the Record Date and entitled to vote on the matter is required to approve the Merger Proposal.

The failure of any stockholder of record to submit a signed proxy card or to vote in person by ballot at the special meeting will have the same effect as a vote “AGAINST” the Merger Proposal. Broker non-votes and abstentions will also have the same effect as a vote “AGAINST” the Merger Proposal.    Properly executed proxies that do not contain voting instructions will be voted “FOR” the Merger Proposal.

As of the Record Date ([●], 2020), there were [●] shares of LogMeIn common stock issued and outstanding. Each holder of LogMeIn common stock is entitled to one vote per share of LogMeIn common stock owned by such holder as of the Record Date.

Q:    What vote is required to approve the Adjournment Proposal and the Compensation Proposal?

A:    Approval of the Adjournment Proposal requires the affirmative vote of the holders of shares of LogMeIn common stock having a majority in voting power of the votes cast by the holders of the shares of LogMeIn common stock present or represented, in person or by proxy, at the special meeting and voting affirmatively or negatively on such matter.

Approval of the Compensation Proposal requires the affirmative vote of the holders of shares of LogMeIn common stock having a majority in voting power of the votes cast by the holders of the shares of LogMeIn common stock present or represented, in person or by proxy, at the special meeting and voting affirmatively or negatively on such matter.

Assuming a quorum is present, the failure of any stockholder of record to submit a signed proxy card or to vote in person by ballot at the special meeting, as well as broker non-votes and abstentions, will not have any effect on the Adjournment Proposal or the Compensation Proposal.

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Q:    What is “Merger-related compensation”?

A:    “Merger-related compensation” is certain compensation that is tied to or based on the completion of the Merger and may be payable to LogMeIn’s named executive officers under its existing plans or agreements, which is the subject of the Compensation Proposal. See “Proposal 3: Advisory Vote on Merger-Related Named Executive Officer Compensation” on page 119 of this proxy statement.

Q:    Why am I being asked to cast a non-binding, advisory vote to approve “Merger-related compensation” payable to LogMeIn’s named executive officers under its plans or agreements?

A:    In accordance with the rules promulgated under Section 14A of the Exchange Act, we are providing you with the opportunity to cast a non-binding, advisory vote on the compensation that may be payable to our named executive officers in connection with the Merger.

Q:    What will happen if the stockholders do not approve the Compensation Proposal at the special meeting?

A:    Approval of the Compensation Proposal is not a condition to the completion of the Merger. The vote with respect to the Compensation Proposal is on an advisory basis and will not be binding on LogMeIn or Parent. Further, the underlying compensation plans and agreements are contractual in nature and are not, by their terms, subject to stockholder approval. Accordingly, payment of the “Merger-related compensation” is not contingent on stockholder approval of the Compensation Proposal.

Q:    What is a quorum?

A:    In order for business to be conducted at the special meeting, our by-laws require that a quorum must be present. A quorum consists of the holders of a majority of the shares of the LogMeIn common stock outstanding and entitled to vote at the special meeting.

Shares of our common stock present in person or represented by proxy (including shares that reflect abstentions) will be counted for the purpose of determining whether a quorum exists.

If a quorum is not present, the special meeting will be adjourned until a quorum is obtained.

Q:    How do I vote?

A:    Stockholder of record: Shares registered in your name: If you are a stockholder of record (that is, your shares are registered in your own name, not in “street name” by a bank, brokerage firm or other intermediary).

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Beneficial owner: Shares held in “street name.” If the shares you own are held in “street name” by a bank, brokerage firm or other intermediary, then your bank, brokerage firm or other intermediary, as the record holder of your shares, is required to vote your shares according to your instructions. In order to vote your shares, you will need to follow the voting instructions your bank, brokerage firm or other intermediary provides you. Many banks, brokerage firms and other intermediaries also offer the option of submitting voting instructions over the Internet or by telephone, instructions for which would be provided to you by your bank, brokerage firm or other intermediary.

If you wish to attend the special meeting to personally vote your shares held in “street name,” you will need to obtain a legal proxy from the holder of record (i.e. your bank, brokerage firm or other intermediary); a legal proxy is not the form of proxy card enclosed with this proxy statement.

Q:    If my broker, bank or nominee holds my shares in “street name,” will my broker, bank or nominee vote my shares for me?

A:    Not without your direction. Your broker, bank or nominee will only be permitted to vote your shares on any proposal at the special meeting if you instruct your broker, bank or nominee on how to vote. Under applicable stock exchange rules, brokers, banks or nominees have the discretion to vote your shares on routine matters if you fail to instruct your broker, bank or nominee on how to vote your shares with respect to such matters. The proposals in this proxy statement are non-routine matters, and brokers, banks and nominees therefore cannot vote on these proposals without your instructions. Therefore, it is important that you instruct your broker, bank or nominee on how you wish to vote your shares of LogMeIn common stock.

You should follow the procedures provided by your broker, bank or nominee regarding the voting of your shares of LogMeIn common stock. Without instructions, a broker non-vote will result, and your shares will not be voted. Broker non-votes with respect to the Merger Proposal will have the same effect as a vote “AGAINST” the Merger Proposal. Assuming a quorum is present, broker non-votes will have no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal.

Q:    May I revoke my proxy after I have mailed my signed proxy card or otherwise submitted my vote by proxy?

A:    Yes. If you are a stockholder of record, you may revoke your earlier proxy and/or change your vote at any time before the special meeting by taking one of the following actions (only your latest-dated proxy that received prior to the special meeting will be counted):

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If you own shares in “street name,” your bank, brokerage firm or other intermediary should provide you with appropriate instructions for changing or revoking your voting instructions.

Q:    If a stockholder submits a proxy, how are the shares voted?

A:    Regardless of the method you choose to submit your proxy, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.

If you sign and properly return your proxy card, but do not include instructions on how to vote, your shares of LogMeIn common stock will be voted as recommended by the Board with respect to each proposal. It is not currently anticipated that any other proposals for consideration will be presented at the special meeting. If other proposals requiring a vote of stockholders are brought before the special meeting in a proper manner, the persons named in the enclosed proxy card, if properly authorized, will have discretion to vote the shares they represent in accordance with their best judgment.

Q:    What should I do if I receive more than one set of voting materials?

A:    You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares of LogMeIn common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares of LogMeIn common stock are registered in more than one name, you will receive more than one proxy card. Please complete, date, sign and return each proxy card and voting instruction card that you receive. Each proxy card you receive comes with its own prepaid return envelope; if you submit a proxy by mail, make sure you return each proxy card in the return envelope that accompanies that proxy card.

Q:    Who will count the votes?

A:    The votes will be counted by the independent inspector of election appointed for the special meeting.

Q:    Where can I find the voting results of the special meeting?

A:    LogMeIn intends to announce preliminary voting results at the special meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC following the special meeting. All reports that LogMeIn files with the SEC are publicly available when filed. See “Where You Can Find More Information” on page 124 of this proxy statement.

Q:    Will I be subject to U.S. federal income tax upon the exchange of LogMeIn common stock for cash pursuant to the Merger?

A:    If you are a U.S. holder (as defined in “The Merger—U.S. Federal Income Tax Consequences of the Merger” on page 84 of this proxy statement), the exchange of your shares of LogMeIn common stock for cash (including any cash required to be withheld for tax purposes) pursuant to the Merger will generally require you to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash you receive pursuant to the Merger (including any cash required to be withheld for tax purposes) and your adjusted tax basis in such surrendered shares. A non-U.S. holder (as defined in “The Merger—U.S. Federal Income Tax Consequences of the Merger” on page 84 of this proxy statement) will

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generally not be subject to U.S. federal income tax with respect to the exchange of such non-U.S. holder’s LogMeIn common stock for cash in the Merger unless such non-U.S. holder has certain connections to the United States or LogMeIn is, or was during the relevant period, a U.S. real property holding corporation. Because particular circumstances may differ, we recommend that you consult your own tax advisor to determine the U.S. federal income tax consequences to you of the Merger in light of your own particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction. A more complete description of the U.S. federal income tax consequences of the Merger is provided in “The Merger—U.S. Federal Income Tax Consequences of the Merger” on page 84 of this proxy statement.

Q:    What will the holders of LogMeIn stock options and restricted stock units receive in the Merger?

A:    At the effective time of the Merger, each option to purchase shares of LogMeIn common stock that is outstanding immediately prior to the effective time of the Merger (a “Company Option”), whether vested or unvested, that is outstanding will, automatically without any required action on the part of the holder, be cancelled and entitle the holder thereof to receive an amount in cash equal to the product of (x) the total number of shares of LogMeIn common stock subject to the Company Option multiplied by (y) the excess, if any, of the Merger Consideration over the per-share exercise price of such Company Option.

At the effective time of the Merger, each outstanding award of LogMeIn restricted stock unit (a “Company RSU”), that is outstanding and subject solely to service-based vesting conditions and has no performance conditions will, automatically without any required action on the part of the holder, be cancelled and entitle the holder thereof to receive an amount in cash equal to an amount in cash equal to the Merger Consideration with respect to each share of LogMeIn common stock subject to such Company RSU, which amount shall be paid subject to satisfaction of the vesting conditions applicable to the Company RSU immediately prior to the effective time of the Merger.

At the effective time of the Merger, each Company RSU that is subject to performance-based vesting conditions or a requirement to satisfy performance conditions to earn the LogMeIn common stock covered thereby (a “Performance RSU”) outstanding will become earned (meaning eligible to vest upon satisfaction of service-based vesting conditions) (i) with respect to Performance RSUs that are subject to market-based vesting conditions, as to the number of shares of LogMeIn common stock subject to such award that would be earned based on the Company’s actual level of achievement as of the effective time of the Merger, based on the price per share of the Merger Consideration, and (ii) with respect to Performance RSUs that are subject to revenue-based vesting conditions, as to the number of shares of LogMeIn common stock subject to such award that would be earned based on target level achievement and, in each case, after giving effect to such achievement, without any required action on the part of the holder thereof, be cancelled and shall entitle the holder thereof to receive the Merger Consideration with respect to each earned share of LogMeIn common stock subject to such Performance RSU, which amount shall be paid subject to satisfaction of the service-based vesting conditions applicable to the Performance RSU immediately prior to the effective time of the Merger, and settlement schedule and other terms and conditions applicable to the corresponding Performance RSU as in effect immediately prior to the effective time of the Merger, including any double-trigger vesting accelerations.

Q:    When do you expect the Merger to be completed?

A:    We are working towards completing the Merger as quickly as possible and currently expect to complete the Merger in mid-2020. However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to conditions, including adoption of the Merger Agreement by the stockholders of LogMeIn and the receipt of regulatory approvals.

Q:    Am I entitled to appraisal rights under the DGCL?

A:    Yes. As a holder of LogMeIn common stock, you are entitled to exercise appraisal rights under the DGCL in connection with the Merger if you take certain actions and meet certain conditions. See “The Merger—Appraisal Rights” on page 78 of this proxy statement.

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Q:    What is householding and how does it affect me?

A:    Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our proxy statement may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document to you if our Investor Relations Department receives a call or written request from you at the address, telephone number or email address indicated below.

LogMeIn, Inc.

320 Summer Street

Boston Massachusetts 02210

Attention: Investor Relations

InvestorRelations@logmein.com

781-897-1301

Q:    Who can help answer my questions?

A:    The information provided above in the Q&A format is for your convenience only and is merely a summary of some of the information in this proxy statement. We encourage you to read this proxy statement, its appendices, including the Merger Agreement, and the documents incorporated by reference herein, carefully and in their entirety and consider how the Merger affects you. If you have any questions concerning the Merger, the special meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of common stock, please contact Innisfree M&A Incorporated (“Innisfree”), our proxy solicitor, toll-free at (888) 750-5834. You may also wish to consult your legal, tax and/or financial advisors with respect to any aspect of the Merger, the Merger Agreement or other matters discussed in this proxy statement.

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THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board for use at the special meeting of stockholders or at any adjournments or postponements thereof.

Date, Time and Place

We will hold the special meeting on [●], 2020 at [●], at [●] Eastern Time, unless the special meeting is postponed or adjourned. You will be required to present a valid form of photo identification to be admitted to the special meeting and a ballot will be provided to you upon arrival. If you are the beneficial owner of shares of the common stock, you are invited to attend the special meeting if you bring a letter, account statement or other evidence that confirms you were a beneficial owner of shares of LogMeIn common stock as of the record date and a valid form of photo identification. However, if your shares of LogMeIn common stock are held in “street name,” you may not vote these shares in person at the special meeting unless you obtain a legal proxy from your broker, bank or other nominee giving you the right to vote the shares at the special meeting.

Purpose of the Special Meeting

At the special meeting, we will ask our stockholders of record as of the Record Date to consider and vote on the following proposals:

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the close of business on the Record Date ([●], 2020) are entitled to notice of the special meeting and to vote at the special meeting or at any adjournments or postponements thereof. Each holder of record of LogMeIn common stock on the Record Date will be entitled to one vote for each share of LogMeIn common stock held as of the Record Date on each matter submitted to our stockholders for approval at the special meeting. If you sell or transfer your shares of LogMeIn common stock after the Record Date but before the special meeting, you will transfer the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares of LogMeIn common stock, but you will retain your right to vote those shares at the special meeting. A list of stockholders entitled to vote at the special meeting will be available in our offices located at 320 Summer Street, Boston, Massachusetts 02210, during regular business hours for a period of at least ten days before the special meeting and at the place of the special meeting during such meeting.

As of the Record Date, there were [●] shares of LogMeIn common stock outstanding and entitled to be voted at the special meeting.

A quorum of stockholders is necessary to hold a special meeting. The holders of a majority of the shares of LogMeIn common stock entitled to vote at the special meeting, present in person or represented by proxy, will constitute a quorum at the special meeting. As a result, [●] shares must be represented by proxy or by stockholders present and entitled to vote at the special meeting to have a quorum. Shares that abstain on one or more of the proposals before the special meeting will be deemed to be present for quorum purposes. If you hold your shares in “street name” and you fail to provide your broker, bank or nominee with instructions how to vote

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such shares on any of the proposals before the special meeting, your shares will not be deemed to be present at the special meeting for quorum purposes. If you provide your broker, bank or nominee with instructions how to vote on one or more but not all of the proposals before the special meeting, your shares will be deemed to be present at the special meeting for quorum purposes.

In the event that a quorum is not present at the special meeting, it is expected that the special meeting would be adjourned to a later date until a quorum is present.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of the holders of a majority of the shares of LogMeIn common stock outstanding as of the Record Date and entitled to vote on the matter is required to approve the Merger Proposal. Adoption of the Merger Agreement by our stockholders is a condition to the closing of the Merger. A failure to vote your shares of LogMeIn common stock, an abstention from voting or a broker non-vote will have the same effect as a vote “AGAINST” the Merger Proposal.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast by the holders of shares of LogMeIn common stock present, in person or by proxy, at the special meeting and voting affirmatively or negatively thereon.

Approval of the Compensation Proposal requires the affirmative vote of the holders of a majority of the votes cast by the holders of shares of LogMeIn common stock present, in person or by proxy, at the special meeting and voting affirmatively or negatively thereon.

Assuming a quorum is present, the failure of any stockholder of record to submit a signed proxy card or to vote in person by ballot at the special meeting, as well as broker non-votes and abstentions, will not have any effect on the Adjournment Proposal or the Compensation Proposal.

Stock Ownership and Interests of Certain Persons

As of the Record Date, our directors and executive officers beneficially owned and are entitled to vote an aggregate of [●] shares of LogMeIn common stock (excluding any shares that would be delivered upon exercise or conversion of stock options and shares underlying Company RSUs and Performance RSUs), representing approximately [●]% of the outstanding shares of LogMeIn common stock.

As of the Record Date, the Elliott Funds beneficially owned and are entitled to vote an aggregate of 1,353,765 shares of LogMeIn common stock, representing approximately [•]% of the outstanding shares of LogMeIn common stock.

Our directors and executive officers, as well as the Elliott Funds have informed us that they currently intend to vote all of their shares of LogMeIn common stock: (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

Voting of Proxies

If your shares of LogMeIn common stock are registered in your name with our transfer agent, AST, you may cause your shares to be voted at the special meeting by submitting your proxy or by voting in person at the special meeting. Based on your proxy cards, the proxy holders will vote your shares of LogMeIn common stock according to your directions.

If you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the special meeting. You are encouraged to vote by proxy even if you plan to attend the special meeting in person. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

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Voting instructions are included on your proxy card. All shares of LogMeIn common stock represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in accordance with the instructions of the stockholder. Properly executed proxies that do not contain voting instructions will be voted (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

If your shares of LogMeIn common stock are held in “street name” through a broker, bank or nominee, you may provide voting instructions through your broker, bank or nominee by completing and returning the voting form provided by your broker, bank or nominee, or over the Internet or by telephone through your broker, bank or nominee if such a service is provided. To provide voting instructions over the Internet or by telephone through your broker, bank or nominee, you should follow the instructions on the voting form provided by your broker, bank or nominee. Under applicable stock exchange rules, brokers, banks or nominees have the discretion to vote your shares on routine matters if you fail to instruct your broker, bank or nominee on how to vote your shares with respect to such matters. The proposals in this proxy statement are non-routine matters, and brokers, banks and nominees therefore cannot vote on these proposals without your instructions. If you do not return your broker’s, bank’s or nominee’s voting form, do not provide voting instructions over the Internet or by telephone through your broker, bank or other nominee, if applicable, or do not attend the special meeting and vote in person with a proxy from your broker, bank or nominee, such actions will result in a broker non-vote and will have the same effect as if you voted “AGAINST” the Merger Proposal, but assuming a quorum is present, will have no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal.

Revocability of Proxies

If you are a stockholder of record, you may revoke your proxy at any time before it is voted at the special meeting by:

Please note that to be effective, your new proxy card must be received by our Secretary by 11:59 p.m., Eastern Time the day before the special meeting. If you have submitted a proxy and you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

If you hold your shares of LogMeIn common stock in “street name,” you should contact your broker, bank or nominee for instructions regarding how to revoke your proxy. You may also vote in person at the special meeting if you obtain a valid legal proxy from your broker, bank or nominee. Any adjournment of the special meeting for the purpose of soliciting additional proxies will allow stockholders of LogMeIn who have already sent in their proxies to revoke them at any time prior to their use at the special meeting, as adjourned, however any such proxies that are not revoked will be voted at any such special meeting, as adjourned. Additionally, if the special meeting is postponed, any proxies that are not revoked prior to their use at the special meeting, as postponed, will be voted at any such special meeting, as postponed.

Board of Directors’ Recommendation

The Board, after considering various factors described in “The Merger—Recommendation of Our Board of Directors and Reasons for the Merger” on page 52 of this proxy statement, (i) approved, adopted and declared advisable the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (ii) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of, LogMeIn and its stockholders, (iii) directed that the Merger Agreement be submitted to the stockholders of LogMeIn for adoption at the special meeting, and (iv) recommended that LogMeIn’s stockholders adopt the Merger Agreement.

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The Board recommends that you vote: (i) “FOR” the Merger Proposal, (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

Expenses of Proxy Solicitation

This proxy statement is being furnished in connection with the solicitation of proxies by the Board. Expenses incurred in connection with the printing and mailing of this proxy statement and in connection with notices or other filings with any governmental entities under any laws are our responsibility. We have engaged the services of Innisfree to solicit proxies for the special meeting. In connection with its retention, Innisfree has agreed to provide consulting, analytic and proxy solicitation services in connection with the special meeting. We have agreed to pay Innisfree a fee of approximately $20,000, plus reasonable out-of-pocket expenses for its services, and we will indemnify Innisfree for certain losses arising out of its proxy solicitation services. Copies of solicitation materials will also be furnished to banks, brokerage houses, fiduciaries and custodians holding shares of LogMeIn common stock in their names that are beneficially owned by others to forward to those beneficial owners. We may reimburse persons representing beneficial owners of LogMeIn common stock for their costs of forwarding solicitation materials to the beneficial owners. In addition to the solicitation of proxies by mail, proxies may be solicited by our directors, officers and employees, or representatives of Innisfree, in person or by telephone, email, fax or other means of communication and we may pay persons holding shares for others their expenses for sending proxy materials to their principals. No additional compensation will be paid to our directors, officers or employees for their services in connection with the solicitation of proxies.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval of the Merger Proposal by our stockholders, we anticipate that the Merger will be consummated in mid-2020.

the future, please contact: LogMeIn, Inc., 320 Summer Street, Boston, Massachusetts 02210, Attention: Investor Relations, (781) 897-1301. Stockholders who currently receive multiple copies of the proxy statement and annual report on Form 10-K or Notice of Internet Availability of Proxy Materials, as applicable, at their addresses and would like to request “householding” of their communications should contact their broker of LogMeIn, as applicable.

Rights of Stockholders Who Assert Appraisal Rights

If the Merger is approved and becomes effective, holders of shares of common stock who have not voted in favor of the Merger, have properly demanded appraisal rights for such shares in accordance with Section 262 of the DGCL and have complied in all respects with Section 262 of the DGCL with respect to such shares (“Dissenting Shares”) will be entitled to statutory appraisal rights pursuant to Section 262 of the DGCL. This means that such stockholders are entitled to seek appraisal of their Dissenting Shares and to receive payment in cash for the “fair value” of such Dissenting Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. The ultimate amount holders receive in an appraisal proceeding may be less than, equal to or more than the amount such holders would have received under the Merger Agreement. For a description of the rights of holders of Dissenting Shares and of the procedures to be followed in order to assert such rights and obtain payment of the fair value of such Dissenting Shares, see Section 262 of the DGCL, which is attached as Appendix B to this proxy statement, as well as the information set forth below.

IN ORDER TO PROPERLY EXERCISE YOUR APPRAISAL RIGHTS IN CONNECTION WITH THE MERGER, YOU MUST DELIVER A WRITTEN DEMAND FOR APPRAISAL IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 262 OF THE DGCL TO LOGMEIN BEFORE THE VOTE IS TAKEN ON THE ADOPTION OF THE MERGER AGREEMENT AT THE SPECIAL MEETING, AND MUST NOT VOTE, IN PERSON OR BY PROXY, IN FAVOR OF THE MERGER PROPOSAL AND CONTINUE TO HOLD YOUR SHARES OF LOGMEIN COMMON STOCK OF RECORD FROM THE DATE OF MAKING THE DEMAND FOR APPRAISAL THROUGH THE EFFECTIVE TIME OF THE MERGER AND MUST COMPLY WITH THE OTHER REQUIREMENTS OF SECTION 262 OF THE DGCL. MERELY VOTING AGAINST THE MERGER PROPOSAL WILL NOT PRESERVE YOUR RIGHT TO APPRAISAL UNDER SECTION 262 OF THE DGCL. BECAUSE A PROXY THAT IS SIGNED AND SUBMITTED BUT DOES NOT OTHERWISE CONTAIN VOTING INSTRUCTIONS WILL, UNLESS REVOKED, BE VOTED IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT, IF YOU SUBMIT A PROXY AND WISH TO EXERCISE YOUR APPRAISAL RIGHTS, YOU MUST INCLUDE VOTING INSTRUCTIONS TO VOTE YOUR SHARES OF LOGMEIN COMMON STOCK AGAINST, OR ABSTAIN WITH RESPECT TO, THE ADOPTION OF THE MERGER AGREEMENT. NEITHER VOTING AGAINST THE ADOPTION OF THE MERGER AGREEMENT, NOR ABSTAINING FROM VOTING OR FAILING TO VOTE ON THE MERGER PROPOSAL, WILL IN AND OF ITSELF CONSTITUTE A WRITTEN DEMAND FOR APPRAISAL SATISFYING THE REQUIREMENTS OF SECTION 262 OF THE DGCL. THE WRITTEN DEMAND FOR APPRAISAL MUST BE IN ADDITION TO AND SEPARATE FROM ANY PROXY OR VOTE ON THE ADOPTION OF THE MERGER AGREEMENT. IF YOU HOLD YOUR SHARES OF LOGMEIN COMMON STOCK THROUGH A BANK, BROKERAGE FIRM OR NOMINEE AND YOU WISH TO EXERCISE APPRAISAL RIGHTS, YOU SHOULD CONSULT WITH YOUR BANK, BROKERAGE FIRM OR NOMINEE TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE MAKING OF A DEMAND FOR APPRAISAL BY SUCH BANK, BROKERAGE FIRM OR NOMINEE. IN VIEW OF THE COMPLEXITY OF THE DGCL, STOCKHOLDERS WHO MAY WISH TO PURSUE APPRAISAL RIGHTS SHOULD PROMPTLY CONSULT THEIR LEGAL AND FINANCIAL ADVISORS.

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Questions and Additional Information

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor:

Innisfree M&A Incorporated

Toll-Free: (888) 750-5834

Banks and Brokers Call Collect: (212) 750-5833

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us or on our behalf, may include “forward-looking” statements within the meaning of the U.S. securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, that do not directly or exclusively relate to historical facts, including, without limitation, statements relating to the completion of the Merger. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential” or other similar expressions, or the negative of these terms or comparable terminology. These statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation:

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 the information contained or incorporated by reference herein, including, but not limited to, (i) the information contained under this heading and (ii) the information contained under the headings “Risk Factors” and information in our consolidated financial statements and notes thereto included in our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2018, the definitive proxy statement for our 2019 Annual Meeting of Stockholders

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and our recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. See “Where You Can Find More Information” on page 124 of this proxy statement. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

Except as required by applicable law, we do not intend, and assume no obligation, to update any forward-looking statements. LogMeIn stockholders are advised, however, to consult any future disclosures we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

All information contained in this proxy statement exclusively concerning Parent, Merger Sub and their affiliates has been supplied by Parent and Merger Sub and has not been independently verified by us.

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THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached as Appendix A to, and incorporated by reference into, this proxy statement. You should read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

Parties Involved in the Merger

LogMeIn, Inc.

320 Summer Street

Boston, MA 02210

Telephone: (781) 897-1301

LogMeIn, Inc., a Delaware corporation, is a leading provider of unified communications and collaboration, identity and access management, and customer engagement and support solutions. LogMeIn 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. LogMeIn has millions of customers spanning virtually every country across the globe. LogMeIn is headquartered in Boston, Massachusetts with additional locations in North America, South America, Europe, Asia and Australia.

Our common stock is listed on under the symbol “LOGM” on the NASDAQ Global Select Market.

Our principal executive offices are located at 320 Summer Street, Boston, MA 02210, and our telephone number is (781) 897-1301. For more information about LogMeIn, please visit our website, www.logmeininc.com. Our website address is provided as an inactive textual reference only. The information contained on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC. See “Where You Can Find More Information” on page 124 of this proxy statement.

Logan Parent, LLC

c/o Francisco Partners

1 Letterman Drive, Building C, Suite 410

San Francisco, CA 94129

(415) 418-2900

Parent is a Delaware limited liability company that was formed solely for the purpose of entering into the Merger Agreement and, subject to the terms and conditions thereof, completing the transactions contemplated by the Merger Agreement and the related financing transactions.

Parent will be controlled by the investor group consisting of (i) Francisco Partners V, L.P., Francisco Partners V-A, L.P., Francisco Partners V-B, L.P. (the “FP Funds”), which are affiliated with Francisco Partners, a technology-focused global private equity firm, and (ii) Elliott Associates, L.P. and Elliott International, L.P. (collectively, the “Elliott Funds”), which are affiliated with Evergreen Coast Capital Corp. (“Evergreen”), the technology-focused global private equity affiliate of Elliott Management Corporation.

Francisco 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.

Evergreen is the technology-focused private equity affiliate of Elliott Management Corporation (together with Evergreen and the Elliott Funds, (“Elliott”). Elliott Management Corporation manages the Elliott Funds,

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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.

At the effective time of the Merger, LogMeIn, as the Surviving Corporation, will be indirectly owned by the FP Funds and the Elliott Funds.

Logan Merger Sub, Inc.

c/o Francisco Partners

1 Letterman Drive, Building C, Suite 410

San Francisco, CA 94129

(415) 418-2900

Merger Sub is a Delaware corporation that was formed by Parent solely for the purpose of entering into the Merger Agreement and completing the transactions contemplated thereby and the related financing transactions. Upon consummation of the Merger, Merger Sub will cease to exist, and LogMeIn will survive the Merger as a wholly-owned subsidiary of Parent.

Certain Effects of the Merger on LogMeIn

Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger, Merger Sub will merge with and into LogMeIn, with LogMeIn continuing as the Surviving Corporation and as a wholly-owned subsidiary of Parent. LogMeIn will cooperate with Parent to de-list LogMeIn common stock from the NASDAQ Global Select Market and to de-register under the Exchange Act as soon as reasonably practicable following the effective time of the Merger, and at such time, we will cease to be a publicly traded company and will no longer be obligated to file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation, and instead will only be entitled to receive the Merger Consideration described in “—Merger Consideration” on page 36 of this proxy statement or, with respect to Dissenting Shares, will only be entitled to receive the “fair value” of your Dissenting Shares as determined by the Delaware Court of Chancery pursuant to an appraisal proceeding as contemplated by Delaware law.

The effective time of the Merger will occur upon the filing of the certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we and Parent may agree and specify in the certificate of merger).

Effect on LogMeIn if the Merger is Not Completed

If the Merger Proposal is not approved by the stockholders of LogMeIn or if the Merger is not completed for any other reason, you will not receive any payment for your shares of LogMeIn common stock. Instead, we will remain as a public company, LogMeIn common stock will continue to be listed and traded on the NASDAQ Global Select Market and registered under the Exchange Act and we will be required to continue to file periodic reports with the SEC.

Furthermore, depending on the circumstances that would have caused the Merger not to be completed, it is possible that the price of LogMeIn common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of LogMeIn common stock would return to the price at which it trades as of the date of this proxy statement.

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Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of LogMeIn common stock. If the Merger is not consummated, the Board will continue to evaluate and review our business operations, properties, dividend policy and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to enhance stockholder value. If the Merger Proposal is not approved by the stockholders of LogMeIn or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Board will be offered or that our business, prospects or results of operation will not be adversely impacted.

In addition, under specified circumstances, we may be required to pay Parent a termination fee, or may be entitled to receive a reverse termination fee from Parent, upon the termination of the Merger Agreement, as described under “The Merger Agreement—Termination Fees” on page 114 of this proxy statement.

Merger Consideration

At the effective time of the Merger, each outstanding share of LogMeIn common stock (other than (i) shares held by LogMeIn as treasury stock or held by Parent or Merger Sub or any wholly-owned subsidiary of LogMeIn, Parent or Merger Sub and (ii) Dissenting Shares) will be converted automatically into the right to receive the Merger Consideration. All shares of LogMeIn common stock converted into the right to receive the Merger Consideration will automatically be cancelled and cease to exist at the effective time of the Merger, and each certificate formerly representing such shares will thereafter represent only the right to receive the Merger Consideration.

After the completion of the Merger, under the terms of the Merger Agreement, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a LogMeIn stockholder (except that stockholders who hold Dissenting Shares will not have the right to receive the Merger Consideration but will instead have the right to receive a payment for the “fair value” of their Dissenting Shares as determined by the Delaware Court of Chancery pursuant to an appraisal proceeding as contemplated by Delaware law, as described in “The Merger—Appraisal Rights” on page 78 of this proxy statement).

Background of the Merger

In the ordinary course, our Board and management team regularly review and assess our results of operations, financial position, business strategy and growth opportunities, as well as the trends and conditions affecting our industries and business generally. Such assessments include periodic meetings or consultations with third-party advisors, as well as consideration of potential strategic and financial alternatives to maximize stockholder value, such as business combinations, acquisitions and financing transactions. In addition, from time-to-time, Mr. William Wagner, President and Chief Executive Officer of the Company, together with other members of our management team, have held meetings with industry participants, strategic parties and financial sponsors regarding the Company and its business, strategy and financial position, based upon publicly available information. Mr. Wagner regularly updates the Board with respect to these meetings, including as part of the Board’s regularly scheduled discussions of the Company’s business strategy and potential strategic and financial alternatives to maximize stockholder value.

On June 5, 2018, representatives of a financial sponsor party, which we refer to as “Sponsor Party A” contacted Mr. Wagner via email to inform Mr. Wagner that they had plans to be in Boston, Massachusetts on unrelated business the week of July 23, 2018 and inquired whether Mr. Wagner would be available to meet. Mr. Wagner replied on June 6, 2018 confirming his availability and a meeting was scheduled for July 24, 2018.

On July 24, 2018, representatives of Sponsor Party A met with Mr. Wagner and Mr. Rob Lawrence, the Company’s SVP, Strategy, in the Company’s Boston, Massachusetts office. During the meeting, the parties discussed potential strategic opportunities that may be of interest to the Company within Sponsor Party A’s investment portfolio, as well as a more general discussion of a hypothetical acquisition of the Company, in each

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case based upon publicly available information only. A representative of Sponsor Party A also discussed his respect for the Company’s business and expressed his view that a potential acquisition of the Company could potentially be beneficial to the Company’s stockholders, but valuation of the Company was not discussed.

On July 26, 2018, the Company publicly announced its results for the second quarter ended June 30, 2018 and held its second quarter earnings call, during which the Company announced that, despite strong second quarter results which exceeded the high-end of the Company’s public guidance as well as analyst expectations, the Company was adjusting its guidance for the second half of 2018 due to a number of negative business developments which the Company believed was contributing to a softer than anticipated business outlook within its core Communications and Collaboration business.

On July 27, 2018, the first trading day following the Company’s earnings call, the Company’s stock price dropped $26.60 per share, or over 25%, to close at $77.85 per share.

On July 30, 2018, a representative from Sponsor Party A called Mr. Wagner and informed him that Sponsor Party A would soon be delivering a non-binding indication of interest to the Company to acquire all of the outstanding shares of the Company for $105.00 per share in cash. Later that same day, Mr. Wagner received the non-binding indication of interest via email. The non-binding indication of interest was subject to due diligence and negotiation of definitive documentation. In addition, Sponsor Party A requested that the Company negotiate exclusively for a period of 21 days and furnished a proposed form definitive merger agreement with its non-binding indication of interest. Mr. Wagner forwarded Sponsor Party A’s letter to the Board and held telephonic discussions with members of the Board to discuss the proposed next steps in the process to evaluate the proposal.

On July 30, 2018, a special meeting of the Board was held via teleconference, with the Company’s management in attendance, during which the Board reviewed the non-binding indication of interest from Sponsor Party A and discussed proposed next steps to evaluate and respond to Sponsor Party A’s proposal. The Company’s General Counsel, Mr. Michael Donahue, reviewed the Board’s fiduciary obligations in connection with the evaluation of Sponsor Party A’s proposal, noting that he had consulted with Latham & Watkins LLP (referred to herein as “Latham”), the Company’s external legal advisor, regarding the proposed next steps in the process. After discussion, the Board requested that the management team review the Company’s financial projections for further discussion with the Board and that the Company move forward to evaluate and engage a financial advisor to assist in evaluating the proposal. It was noted that the Board would need to consider Sponsor Party A’s request for exclusivity and, in that context, also review additional potential strategic alternatives available to the Company.

During the period between July 31, 2018 and August 5, 2018 the management team reviewed its financial projections for the Company for discussion with the Board and, subject to Board approval, to be used for the purposes of evaluating the Company’s standalone business plan, Sponsor Party A’s non-binding indication of interest and other potential strategic alternatives. The Company’s management team evaluated potential financial advisors in light of the process to review strategic alternatives for the Company, including a potential sale or other business combination. In light of its qualifications, expertise, reputation and knowledge of the Company’s business and financial profile, as well as the industry in which it operates, the Board determined to engage J.P. Morgan Securities LLC. (referred to herein as “J.P. Morgan”) as the Company’s financial advisor with respect to a review of strategic alternatives for the Company, including an evaluation of the non-binding indication of interest received from Sponsor Party A.

On August 6, 2018, the Board held a special meeting via teleconference attended by Messrs. Donahue and Lawrence and Mr. Edward Herdiech, the Company’s Chief Financial Officer, as well as representatives from Latham. During the meeting, the Board reviewed certain internal financial information regarding the Company’s business, financial position and results of operations, including the financial projections prepared by the Company’s management team and an overview of the Company’s year-to-date performance, the financial aspects

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of the Sponsor Party A’s proposal as well as other potential strategic alternatives. The Board approved the financial projections for use by J.P. Morgan in its engagement.

On August 7, 2018, a Board meeting was held via teleconference, attended by Messrs. Donahue, Lawrence and Herdiech, as well as representatives from J.P. Morgan and Latham. During the meeting, representatives from Latham reviewed the Board’s fiduciary obligations in connection with the consideration of Sponsor Party A’s proposal and other potential strategic alternatives, including potential sale transactions. Representatives from J.P. Morgan also reviewed preliminary valuation analyses with respect to the Company, based on the Company’s year-to-date performance and the financial projections previously approved by the Board. Representatives from J.P. Morgan also reviewed the financial aspects of Sponsor Party A’s proposal, as well as Sponsor Party A’s request for exclusivity, and discussed a proposed confidential process to solicit proposals from a selected targeted group of potentially interested parties. After discussion, the Board determined that Sponsor Party A’s initial offer of $105.00 per share was not sufficient to move forward with a potential transaction and authorized J.P. Morgan to communicate the Board’s rejection of Sponsor Party A’s initial offer. In addition, the Board instructed management and J.P. Morgan to move forward with the proposed targeted, confidential outreach to a selected group of potentially interested parties to explore strategic alternatives for the Company. The Board also adopted guidelines for the Board and senior management designed to avoid conflicts, ensure neutrality and alleviate any personal considerations so as to safeguard the integrity of the Board’s review of strategic alternatives.

Following this meeting, at the direction of the Board, representatives of J.P. Morgan notified Sponsor Party A that the Board had determined that the $105.00 per share offer was not sufficient to move forward with a potential transaction, but that the Company would be willing to engage in additional confidential discussions with Sponsor Party A to facilitate an improved proposal. In addition, at the direction of the Board, J.P. Morgan contacted five additional financial sponsors to gauge their interest in exploring a potential transaction with the Company. In addition to Sponsor Party A, three of the five financial sponsors indicated interest in moving forward in the process.

From August 13, 2018 through August 15, 2018, Sponsor Party A and three additional financial sponsor parties, which we refer to as “Sponsor Party B,” “Sponsor Party C” and “Sponsor Party D,” respectively, entered into confidentiality agreements with the Company. Each confidentiality agreement contained a customary standstill provision to facilitate Board oversight of the confidential discussions, subject to a “sunset” provision allowing the counterparty to submit competing acquisition proposals after the date on which the Company enters into a change in control transaction, such as the Merger, with any other counterparty. After entering into the confidentiality agreement, each party received confidential business and financial information regarding the Company and a process letter requesting that it submit a preliminary indication of interest by the close of business on August 27, 2018.

From August 15, 2018 through August 17, 2018, Mr. Wagner and other members of the Company’s management team, as well as representatives from J.P. Morgan, held separate in-person or telephonic meetings with representatives of Sponsor Party A, Sponsor Party B, Sponsor Party C, and Sponsor Party D in Boston, Massachusetts, and provided an overview of the Company’s business, strategy and financial position, including the financial projections previously approved by the Board.

On August 17, 2018, a special Board meeting was held via teleconference, attended by Messrs. Donahue, Lawrence and Herdiech, as well as representatives from J.P. Morgan and Latham. During the meeting, representatives from J.P. Morgan provided the Board an update regarding the results of the discussions to date with the potentially interested parties. Representatives from Latham also reviewed the fiduciary obligations of the Board when considering potential strategic transactions, including a potential sale transaction. For administrative convenience and efficiency in light of the anticipated significant level of activity to follow, the Board also determined to form an advisory transaction committee of the Board (the “Transaction Committee”), comprised of Messrs. Simon, Calderoni, Christenson and Sacripanti, which would administer and oversee the process to review strategic alternatives and act as a Board-level resource for the Company’s management and the financial and legal advisors. It was noted that the Transaction Committee intended to provide regular updates to

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the Board and would not have the authority to approve any definitive transaction. The Board then directed management and its advisors to continue pursuing the process to explore potential strategic transactions.

On August 20, 2018, Mr. Wagner and other members of the Company’s management team, as well as representatives from J.P. Morgan, met with representatives of Sponsor Party A for an in person diligence session in Boston, Massachusetts.

On August 22, 2018, Mr. Wagner met telephonically with Sponsor Party A who reiterated its non-binding proposal to acquire the Company at $105.00 per share in cash, which represented the same valuation as the initial offer of $105.00 per share, and indicated that this amount represented the top-end of its price range. Immediately following the call Sponsor Party A sent Mr. Wagner a written non-binding indication of interest formalizing the terms of the offer delivered telephonically. The non-binding proposal was subject to due diligence and negotiation of definitive documentation, and was expressly conditioned on the Company negotiating with Sponsor Party A on an exclusive basis.

Later that same day, a meeting of the Transaction Committee was held via teleconference, attended by Messrs. Wagner, Donahue, Herdiech and Lawrence, as well as representatives from J.P. Morgan and Latham. During the meeting, Mr. Wagner and representatives of J.P. Morgan reviewed Sponsor Party A’s proposal and provided an update regarding the three other parties participating in the process. Representatives from J.P. Morgan noted that the other parties remained engaged and appeared to be positioned to submit proposals by the August 27, 2018 bid-submission deadline. After discussion, the Transaction Committee authorized J.P. Morgan to communicate to Sponsor Party A that the Company was not prepared to accept the price proposed by Sponsor Party A, and that Sponsor Party A would need to improve its proposal in order to move forward. J.P. Morgan communicated this message to Sponsor Party A following the meeting.

On August 24, 2018, representatives from Sponsor Party B contacted J.P. Morgan and informed J.P. Morgan that they would not be submitting an indication of interest to acquire the Company on August 27, 2018. Later that same day, the Transaction Committee held a meeting via teleconference, which was also attended by Messrs. Wagner, Donahue, Herdiech and Lawrence, as well as representatives from J.P. Morgan and Latham. During the meeting, representatives from J.P. Morgan provided an update regarding the discussions to date with the potentially interested parties, reporting that Sponsor Party B had declined to submit any indication of interest and describing the engagement from both Sponsor Party C and Sponsor Party D. Representatives from J.P. Morgan also provided an update on recent conversations with Sponsor Party A. The Transaction Committee discussed the Company’s standalone business strategy and prospects, as well as the risks and benefits of any potential transaction.

On August 27, 2018, representatives from Sponsor Party C and Sponsor Party D contacted J.P. Morgan and informed J.P. Morgan that they would not be submitting an indication of interest to acquire the Company.

On August 28, 2018, a meeting of the Transaction Committee was held via teleconference, attended by Messrs. Wagner, Donahue, Herdiech and Lawrence, as well as representatives from J.P. Morgan and Latham. Representatives from J.P. Morgan advised that Sponsor Party C and Sponsor Party D had declined to submit an indication of interest to acquire the Company and that Sponsor Party A’s proposal remained unchanged since the Transaction Committee’s last meeting. The Transaction Committee then discussed potential next steps with management and its advisors, in light of the Company’s business, strategy and financial position, including the Transaction Committee’s view of the prospects of the Company on a standalone basis, Sponsor Party A’s unwillingness to improve its proposal and the fact that no other party had submitted a proposal. After discussion, the Transaction Committee determined to recommend that the Board conclude the current process to review strategic alternatives and direct management to continue executing the Company’s standalone business plan.

On September 6, 2018, a regularly scheduled meeting of the Board was held at the Company’s Boston, Massachusetts office and also attended by Messrs. Donahue, Herdiech and Lawrence. During the meeting, the

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Board and the Company’s management team discussed the Company’s process to review strategic alternatives, which included a discussion of the meetings held with the potential financial sponsors as well as a summary of the feedback received from the potential interested acquirers and the Transaction Committee. It was noted that Sponsor Party A declined to increase its initial offer of $105.00 per share, that each of the parties had declined to submit an indication of interest, and that the Transaction Committee was recommending that the current process to review strategic alternatives be concluded and that the Company continue to execute on its standalone business plan. The Board agreed that the Company should continue to execute on its standalone business plan at that time. The Board also indicated that Mr. Wagner should continue ordinary course meetings with industry participants, strategic parties and financial sponsors regarding the Company and its business, strategy and financial position, based upon publicly available information, and that Mr. Wagner should update the Board if these parties indicated interest in considering potential strategic or financial alternatives relative to the Company. Following the September 6, 2018 meeting of the Board, J.P. Morgan, at the direction of the Board, advised Sponsor Party A that the Board had agreed with the Transaction Committee’s recommendation that the process to review strategic alternatives should be concluded but that the Board, per its earlier feedback, would review an improved proposal if submitted by Sponsor Party A.

During the period of September 2018 to December 2018, the Company continued to execute its standalone business plan. Mr. Wagner continued to have intermittent informal conversations with representatives from Sponsor Party D regarding their interest in exploring a strategic transaction with the Company. Mr. Wagner was also contacted by a representative of Francisco Partners (hereinafter referred to as “Francisco Partners”), who indicated an informal interest in potentially acquiring the Company based upon publicly available information. Francisco Partners had not been contacted in connection with, and did not participate in, the prior process.

On September 19, 2018, Mr. Wagner and a representative of Francisco Partners exchanged emails and, at Francisco Partners’ request, agreed to meet in the future, although a specific date for a meeting was not scheduled.

On October 27, 2018, Mr. Wagner received an email from a representative of Francisco Partners indicating that two of Francisco Partners’ partners would soon be traveling to Boston, Massachusetts and asked if Mr. Wagner would meet with them. Mr. Wagner agreed to have an introductory phone call with Francisco Partners representatives prior to any meeting.

On October 31, 2018, Mr. Wagner had a teleconference meeting with representatives from Francisco Partners and discussed publicly available information only. Francisco Partner’s representatives expressed interest in learning additional information regarding the Company and the parties agreed to meet in person some time in November.

On November 9, 2018, in anticipation of the November 15, 2018 meeting that had been scheduled with Francisco Partners, the Company entered into a confidentiality agreement with Francisco Partners, including a customary standstill provision and related “sunset” provision, to facilitate further discussions regarding potential strategic and financial transactions on the basis of confidential information.

On November 14, 2018, Elliott Management Corporation (hereinafter referred to as “Elliott”) filed a Form 13F for the period ending September 30, 2018, disclosing that Elliott had accumulated 1,225,000 shares of the Company, representing approximately 2.4% of the then-outstanding shares.

On November 15, 2018, Mr. Wagner met with representatives of Francisco Partners in Boston, Massachusetts. During the meeting, Mr. Wagner shared an overview presentation that Mr. Wagner had used for the diligence meetings held with the interested parties earlier in the year during the Company’s process to review strategic alternatives. Following the meeting, Francisco Partners expressed an interest in continuing to explore potential transaction opportunities with the Company.

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On December 6, 2018, a regularly scheduled meeting of the Board was held at the Company’s Boston, Massachusetts office. During the meeting, the Board and management provided an update on the Company’s business, including a review of the current opportunities within each of the Company’s three business units as well as the execution risks and challenges existing within each business unit. The Board reviewed potential business plans for the Company for 2019, including a status quo plan focused on maintaining margin and spreading incremental investment broadly with a focus on near term investments and an alternative strategic growth plan designed to drive long term organic growth of the Company’s businesses through greater near-term investments. The Company’s management team discussed its belief that the alternative strategic growth plan positioned the Company to make greater investments in its strategic growth drivers over subsequent years, ultimately resulting in greater revenue growth and greater stockholder return, but noted the near term risks to valuation and execution associated with that plan. Mr. Wagner also indicated that the Board could consider renewing its process to explore potential strategic alternatives, in light of the potential risk to value and execution of the Company’s standalone business plan, noting the interest previously expressed by Francisco Partners. Members of the Board discussed the merits and risks of both the status quo plan and the alternative strategic growth plan, including the risks and benefits of the various strategic scenarios presented. The Board recommended that management continue to refine both plans and discuss the business plans further with the Board at its regularly scheduled meeting in January 2019.

On January 25, 2019, representatives from Francisco Partners held a teleconference call with Mr. Lawrence during which they discussed what initial information would be needed by Francisco Partners in order for Francisco Partners to evaluate a potential transaction with the Company. Mr. Lawrence did not make any commitments to Francisco Partners and later informed Mr. Wagner of the contents of this call. Subsequent to this meeting, on January 28, 2019, representatives of Francisco Partners indicated to Mr. Wagner they would be interested in exploring potential transaction alternatives, including a potential acquisition of the Company.

On January 31, 2019, a regularly scheduled meeting of the Board was held at the Company’s Boston, Massachusetts office. During the meeting, management reviewed the latest versions of the Company’s proposed business plans, including the status quo plan focused on maintaining margin and spreading incremental investment broadly with a focus on near term investments and the alternative strategic growth plan designed to drive long term organic growth of the Company’s business through greater near-term investments. The Board discussed the merits and risks of both plans, including potential near-term pressure on the Company’s stock price if the Board elected to pursue the alternative strategic growth plan balanced against the potential for longer-term stockholder value creation from additional growth. Management also provided a high-level overview of additional cost savings that the Company could potentially achieve to further fund the alternative growth plan through priority-based budgeting and restructuring activities, which included a potential reduction in force as well as rationalization of certain facilities. The Board then approved the alternative strategic growth plan and asked management to further refine the planned restructuring activities prior to the Company’s earnings call scheduled for February 14, 2019.

Also, during the January 31 Board meeting, Mr. Wagner reviewed the ongoing discussions with Francisco Partners. Mr. Wagner also reviewed his conversations with Sponsor Party D regarding potential strategic and financial transaction alternatives.

Although the Board emphasized that management should continue to focus on executing the standalone strategic growth plan for 2019, the Board instructed Mr. Wagner and certain members of the Company’s management team to continue discussions with Sponsor Party D and Francisco Partners, including by providing the Company’s strategic growth plan to these parties on a confidential basis, if appropriate, and that Mr. Wagner should update the Board of any developments with respect to these discussions.

On February 11, 2019, the Board approved a final version of the restructuring plan, which was to be completed by the end of 2019.

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On the Company’s February 14, 2019 earnings call for the fourth quarter and fiscal year 2018, the Company announced its new strategic growth plan, which included a global restructuring and reduction in force designed to realign existing resources and allow the Company to invest an incremental $75 million dollars in 2019 to help accelerate the performance of its growth businesses by further funding sales capacity, marketing spend and research and development. On February 15, 2019, the first trading day following the Company’s earnings call, the Company’s stock price dropped $13.07 per share, or over 13.6%, to close at $82.87 per share.

On February 22, 2019, Mr. Wagner and other members of the Company’s management team, as well as representatives from J.P. Morgan, met with representatives of Francisco Partners in Boston, Massachusetts. During the meeting, Mr. Wagner and the management team provided Francisco Partners with an overview of the Company’s business, strategic and financial position, including financial projections that reflected the standalone strategic growth plan previously approved by the Board.

On February 25, 2019, Mr. Wagner met with representatives of Francisco Partners at its offices in San Francisco, California while Mr. Wagner was in town on other business. During the meeting, representatives of Francisco Partners provided Mr. Wagner with additional information about Francisco Partners and its investments and reinforced Francisco Partners’ interest in acquiring the Company.

During the period between the February 25, 2019 meeting and March 19, 2019, Mr. Wagner and the representatives from Francisco Partners exchanged a number of emails regarding Francisco Partners’ interest in the Company. In addition, on March 14, 2019, representatives from Francisco Partners also with Mr. Mark Strassman, General Manager of the Company’s Unified Communications and Collaboration business unit, in San Francisco, California to better understand his perspective on the market and competitive landscape.

On March 19, 2019, Mr. Wagner received a call from a representative of Francisco Partners informing Mr. Wagner that Francisco Partners would soon be submitting a non-binding indication of interest to acquire the Company. Shortly following their call, Francisco Partners provided a written non-binding indication of interest to acquire the Company for $111.00 per share in cash. Francisco Partners’ letter contemplated a 21-day diligence period and required that negotiations be conducted on an exclusive basis. Mr. Wagner promptly forwarded the proposal to the full Board.

On March 21, 2019, a special meeting of the Board was held via teleconference, attended by Messrs. Donahue, Herdiech and Lawrence, as well as representatives from J.P. Morgan and Latham. Management and representatives of J.P. Morgan reviewed the terms of the Francisco Partners proposal, including Francisco Partners’ request for exclusivity. Francisco Partners proposal stated that it would need to partner with one or more additional equity funding sources to secure the funds needed to acquire the Company. Representatives from Latham also reviewed the fiduciary obligations of the Board when considering potential strategic transactions, including a potential sale transaction, as well as Francisco Partner’s request for exclusivity and the potential for a “go-shop” process to be completed after signing a definitive agreement for a sale transaction. Representatives from J.P. Morgan reviewed the Company’s current stock performance, recent multiples and operating metrics, Wall Street analyst perspectives on the Company’s February 2019 earnings announcement and new strategic growth plan and related global restructuring and reduction in force, and other financial information regarding the Company. The J.P. Morgan representatives also summarized the results of the strategic alternatives review initiated by the Company in August 2018 and discussed potential strategic alternatives currently available to the Company, including the proposed Francisco Partners transaction. This discussion included a review of a possible “market check” processes and related strategic considerations, including the process for a post-signing “go-shop” process if the Board determined to negotiate exclusively with Francisco Partners. The Board and its advisors discussed the advantages and disadvantages of agreeing to enter into an exclusive negotiation period with Francisco Partners and the Board determined that management should continue discussions with Francisco Partners, with support from J.P. Morgan, to seek additional value for the Company’s stockholders and to clarify that a “go-shop” provision would be included in any definitive agreement. The Board determined that it would not approach other potential financial or strategic parties at that time, in part due to the recent process completed

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in August 2018 as well as the plan to include a “go-shop” provision in any definitive agreement with Francisco Partners. The Board also determined to reconstitute the Transaction Committee of the Board, comprised of Messrs. Calderoni, Christenson, Gillis and Sacripanti, to act as a Board-level resource for the Company’s management and the Board’s financial and legal advisors. It was noted that the Transaction Committee intended to provide regular updates to the Board and that the Board would retain the authority to approve any definitive transaction.

Following this meeting, at the direction of the Board, representatives of J.P. Morgan notified Francisco Partners that the Board had determined that the $111.00 per share offer was not sufficient to move forward with a potential transaction, but that the Company would be willing to engage in additional confidential discussions with Francisco Partners to facilitate an improved proposal. After further discussions between J.P. Morgan and Francisco Partners, on March 24, 2019, Francisco Partners advised J.P. Morgan that it would increase its offer to acquire the Company to $112.00 per share in cash, subject to a 30-day period of exclusivity.

On March 25, 2019, a meeting of the Transaction Committee was held via teleconference, attended by Messrs. Wagner and Donahue, as well as representatives from J.P. Morgan and Latham. During the meeting, Mr. Wagner and representatives of J.P. Morgan reviewed the terms of Francisco Partner’s latest offer and provided an update on the status of ongoing negotiations with Francisco Partners regarding, among other things, the key terms for the “go-shop” and related termination fees. After discussion of the financial aspects of the Francisco Partners proposal, the Transaction Committee determined to recommend that the full Board move forward under exclusivity with Francisco Partners, subject to satisfactory resolution of the key terms for the “go-shop” and related termination fees.

Following additional discussions between representatives of J.P. Morgan and Francisco Partners, on March 26, 2019, Francisco Partners delivered a revised non-binding indication of interest to acquire the Company for $112.00 per share in cash, subject to a 30-day period of exclusivity. Francisco Partners also proposed a 40-day “go-shop” period, with a Company termination fee of 1.5% of equity value during the “go-shop” period and 3% of equity value after the “go-shop” period. Francisco Partners included a proposed form of exclusivity letter with its revised proposal.

On March 27, 2019, a special meeting of the Board was held via teleconference, attended by Mr. Donahue as well as representatives from J.P. Morgan and Latham. Mr. Wagner and representatives of J.P. Morgan reviewed Francisco Partners’ revised proposal with the Board, including the revised $112.00 price per share, the “go-shop” terms and the related termination fees, as well as Francisco Partners’ requirement that the Company enter into a 30-day exclusive negotiation period. Latham also advised the Board on the legal considerations related to the proposed “go-shop” terms and related termination fees, as well as the request for an exclusive negotiation period by Francisco Partners. After discussion, consistent with the recommendation of Transaction Committee, the Board authorized management and J.P. Morgan to advise Francisco Partners that the Board was willing to move forward under the terms set forth in the revised proposal, including the 30-day exclusivity period, and to engage in negotiations to reach a definitive agreement with Francisco Partners.

On March 29, 2019, the Company and Francisco Partners entered into an exclusivity agreement providing for a 30-day exclusivity period.

On March 31, 2019, the Company made available customary business, financial and legal due diligence documents to Francisco Partners and its outside advisors in an electronic data room.

On April 3, 2019, a meeting of the Transaction Committee was held via teleconference, attended by Messrs. Wagner and Donahue, as well as representatives from Latham. Mr. Wagner provided an update on Francisco Partners’ efforts to secure financing for the potential transaction, which included conversations with potential debt financing sources as well as sources of equity financing. Mr. Wagner noted that Francisco Partners advised him it was facing challenges in securing the required equity financing at that time.

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From April 4^- through April 9, 2019, management held numerous telephone and in-person conferences with, and provided information in an electronic data room format to, Francisco Partners and its advisors in response to Francisco Partners’ diligence requests. On April 5, 2019, Francisco Partners advised Mr. Wagner and representatives of J.P. Morgan that it was continuing to face challenges in securing the required equity financing.

On April 5, 2019, Latham sent a draft of a proposed merger agreement to Paul Hastings LLP, Francisco Partners’ legal counsel (“Paul Hastings”). Among other terms that were customary for a public company acquisition agreement, the proposed agreement included a 40-day “go-shop” period, a “two-tiered” Company termination fee with a lower Company termination fee payable for terminations during the “go-shop” period (as well as after the “go-shop” period for an exempted person) and limited matching rights for Francisco Partners in response to superior proposals. The proposed merger agreement also contemplated that Francisco Partners would be required to divest assets, if necessary, to obtain antitrust and other regulatory approvals (a so-called “hell or high water” regulatory approvals provision), customary cooperation covenants in connection with Francisco Partners’ third party financing and that Francisco Partners would be obligated to pay a reverse termination fee of 7% of the Company’s equity value, if the transaction were terminated due to Francisco Partners breach or a failure of Francisco Partners’ debt financing.

On April 10, 2019, a meeting of the Transaction Committee was held via teleconference, attended by Messrs. Wagner and Donahue, as well as representatives from Latham. Mr. Donahue provided an update regarding the status of Francisco Partners’ diligence process and related business discussions. It was noted that Francisco Partners was continuing to face challenges in securing additional equity financing and that the transaction could not move forward unless Francisco Partners was able to secure such equity financing. The Transaction Committee recommended that the Company continue to move forward with the proposed transaction at that time and remain engaged with the diligence process.

On April 12, 2019, Francisco Partners informed Mr. Wagner that it was unable to secure the required sources of equity financing on acceptable terms at that time, and, therefore, was no longer in a position to pursue a potential transaction with the Company at the proposed $112.00 price per share. Mr. Wagner promptly informed the Transaction Committee and full Board, and later that same day, the Company notified Francisco Partners that it was formally terminating the exclusivity letter dated March 29, 2019.

On May 29, 2019, a representative from Francisco Partners met with Mr. Wagner and they discussed generally the state of the Company’s business, the market in general and the competitive landscape.

On July 10, 2019, Mr. Wagner and a representative from Elliott held a telephonic meeting and discussed the Company’s business and financial performance based on public information only. Elliott expressed an interest in potentially investing in the Company via a private placement of convertible preferred equity, and suggested that Elliott would be willing to enter into a customary confidentiality agreement to facilitate discussions. Following this phone conversation, Mr. Wagner had subsequent discussions with members of the Board regarding the discussions with Elliott and the process by which the Board could evaluate a potential transaction with Elliott. It was determined that Mr. Wagner should consider a meeting with representatives from Elliott after the Company’s earnings call on July 25, 2019.

On July 13, 2019, Mr. Wagner exchanged emails with a representative from Elliott to propose a meeting after the Company’s earning call. Later that same day, the representative from Elliott agreed to meet with Mr. Wagner in August and sent Mr. Wagner an overview of precedent investment transactions and an example of a non-binding term sheet used by Elliott for similar investments for further consideration by the Company. Following subsequent discussions among the Company’s management team, members of the Board and the Company’s financial and legal advisors, it was determined that the Company was not interested in pursuing a potential private placement investment by Elliott at that time and the scheduled meeting was canceled.

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On August 8, 2019, a representative from Francisco Partners met with Mr. Lawrence regarding the state of the Company’s business, the market in general and the competitive landscape, and during the period between August to September 2019, a representative from Francisco Partners and Mr. Wagner exchanged emails to attempt to schedule a potential in-person meeting and discuss general questions regarding the state of the Company’s business.

On September 12, 2019, a regularly scheduled meeting of the Board was held at the Company’s Boston, Massachusetts office. During the meeting, management provided the Board with an update on the Company’s business, financial position and results of operations, including an overview of the Company’s year-to-date performance. Management noted the Company was making progress against its strategic growth plan, but continued to face certain challenges. The Board also discussed potential strategic alternatives for the Company on a standalone basis, including potential shifts in business strategy and potential divestitures of certain assets. It was noted that Mr. Wagner had continued to conduct ordinary course meetings with industry participants, strategic parties and financial sponsors regarding the Company and its business, strategy and financial position, based upon publicly available information.

On September 15, 2019, Mr. Wagner met a representative from Francisco Partners for dinner in Santa Barbara, California. During the meeting, Mr. Wagner and the representative from Francisco Partners engaged in a general discussion about the state of the Company’s business, the market in general and the competitive landscape, in particular the performance of the Company’s growth businesses, all based on publicly available information only.

On September 19, 2019, an article was published on the DealReporter.com website, an industry news site that covers mergers and acquisitions, speculating that the Company was considering strategic alternatives, including potential sales of certain businesses of the Company. The article also indicated that the Company had been running a sale process to review strategic alternatives since the summer of 2018 and had engaged in substantial discussions with Francisco Partners in the spring of 2019. The Company declined to comment on this article or subsequent market speculation, consistent with its corporate policy that it does not comment on market rumors or speculation. On September 18, 2019, the last trading day prior to the article being published on the DealReporter.com website, the Company’s stock price closed at $68.70 per share.

On October 8, 2019, a representative from Francisco Partners contacted Mr. Wagner via email and informed him that he was planning a trip to Boston, Massachusetts later that month and would like to meet. However, this meeting never occurred.

On October 21, 2019, a special meeting of the Board was held via teleconference, attended by Messrs. Herdiech, Donahue and Lawrence, as well as representatives from Latham and an outside financial advisor. Management provided the Board with an update on the Company’s business, financial position, third quarter results and near-term outlook, including an overview of the risks and challenges impacting the Company’s ability to execute its previously announced standalone business plan. Specifically, management explained that, in order to achieve the Company’s previously announced standalone business plan, the Company would need to see continued strong performance in its growth businesses as well as improvement in the Company’s core businesses. As a result of this update, the Board discussed renewing its process to explore potential strategic alternatives for the Company, in light of the continued risk to value and execution of the Company’s standalone business plan, and also, in that context, whether to publicly announce the Company’s intent to pursue a strategic alternatives process on the third quarter earnings call which was scheduled for October 24, 2019. Representatives from Latham reviewed the fiduciary obligations of the Board and certain other legal matters related to the evaluation of potential strategic alternatives, including a potential sale transaction. Representatives from an outside financial advisor reviewed perspectives on the Company’s market valuation and considerations related to a potential public announcement of a review of strategic alternatives for the Company. After discussion, the Board determined that it would not make any public announcement at that time, but that the Company’s management should work with its advisors to prepare to renew the confidential process to review strategic

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alternatives for the Company. In this regard, the Board requested that management review the Company’s financial projections for further discussion with the Board and that the Company consider engaging an additional financial advisor to assist in this process. The Board determined that the members of the Transaction Committee should oversee discussions with potential additional financial advisors and report back to the full Board.

On October 24, 2019, the Company held its third quarter 2019 earnings call, during which Mr. Wagner highlighted the encouraging early progress seen during the quarter with the Company’s strategic growth products. Mr. Wagner also indicated that management intended to review the Company’s performance and continue to evaluate its overall investment strategy and the best ways to realize the full value of the Company’s business as it looked toward 2020.

On October 28, 2019, the members of the Transaction Committee met via teleconference, joined by Messrs. Wagner and Donahue, as well as representatives from Latham. The Transaction Committee discussed whether to engage an additional financial advisor to assist the Board with a renewed process to evaluate strategic alternatives. Following a discussion, the committee determined to interview Qatalyst Partners LP (referred to herein as “Qatalyst”) to evaluate Qatalyst as a potential financial advisor for the Company in connection with a process to evaluate strategic alternatives. The members of the Transaction Committee also had a general discussion of potential conflicts which should be considered if the Company renewed its process to evaluate strategic alternatives.

Later that same day, a representative from Francisco Partners called Mr. Wagner and indicated that Francisco Partners remained interested in exploring a potential transaction with the Company and requested updated diligence materials. No proposal was presented to Mr. Wagner at this time.

That evening, Mr. Wagner contacted Mr. Calderoni to discuss how to respond to the request received from Francisco Partners for an update to the due diligence materials previously provided by the Company. Mr. Wagner and Mr. Calderoni agreed that management should not divert resources needed to update the due diligence materials and should not provide any additional information to Francisco Partners at this time.

On October 29, 2019, Mr. Wagner called Francisco Partners to inform it that the Company was not willing to provide any updates to the due diligence materials at this time. The representative from Francisco Partners indicated that the Francisco Partners team would continue their diligence using publicly available information about the Company.

On November 5, 2019, a representative from Francisco Partners and Mr. Wagner met telephonically and the representative informed Mr. Wagner that Francisco Partners and Elliott would be delivering a non-binding proposal to acquire the Company for $83.00 per share in cash.

On November 6, 2019, a representative from Francisco Partners provided Mr. Wagner with a written non-binding indication of interest to acquire the Company for $83.00 per share in cash. The proposal indicated that Francisco Partners intended to partner with Elliott to obtain necessary equity financing for the transaction and that Francisco Partners would only be willing to proceed with its proposal, at the price per share indicated, if the Company engaged with Francisco Partners on an exclusive basis and that Francisco Partners was willing to work towards finalizing a definitive transaction agreement within two weeks of entering into an exclusivity agreement. The proposal also indicated the definitive agreement would include customary termination fees and “go-shop” provisions in order for the Board to exercise its fiduciary duties. Mr. Wagner promptly forwarded the Francisco Partners proposal to the full Board for consideration. Later that same day, Mr. Wagner received a call from a representative from Elliott who discussed the proposal generally and confirmed Elliott’s interest in acquiring the Company with Francisco Partners.

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On November 7, 2019, the members of the Transaction Committee met via teleconference, joined by Messrs. Henshall, Wagner and Donahue, as well as representatives from Latham, to review the Francisco Partners proposal and consider potential next steps. The Transaction Committee discussed the potential engagement of an additional financial advisor to work with the Board, in addition to J.P. Morgan, and noted that discussions with Qatalyst were ongoing. Mr. Wagner indicated that management was in the process of reviewing its financial projections with respect to the Company on a standalone basis for further discussion by the Board and for use in the process of evaluating strategic alternatives and standalone valuation of the Company. The Transaction Committee also discussed Mr. Calderoni’s prior business relationship with Elliott, as well as Mr. Henshall’s position as the President and Chief Executive Officer of Citrix Systems, Inc., for which a representative of Elliott served on the board. It was determined that, due to these business relationships with Elliott and Elliott’s position as an equity financing partner with Francisco Partners, Mr. Calderoni and Mr. Henshall would recuse themselves from further Board meetings or deliberations regarding the potential Francisco Partners transaction or alternatives thereto, and would not participate on the Transaction Committee. Mr. Calderoni and Mr. Henshall did not participate in further Board or Transaction Committee meetings or deliberations regarding the potential Francisco Partners transaction or alternatives thereto.

On November 11, 2019, a meeting of the Transaction Committee was held via teleconference, attended by Messrs. Wagner, Herdiech, Donahue and Lawrence, as well as representatives from Latham. The members of the Transaction Committee discussed the recent discussions and negotiations with potential financial advisors, including with respect to transaction fees, and the Transaction Committee determined, in light of its qualifications, expertise, reputation and knowledge of the Company’s business and financial profile, as well as the industry in which it operates, to engage Qatalyst as outside financial advisor, in addition to J.P. Morgan, to assist the Board with its evaluation of strategic alternatives, including the offer received from Francisco Partners and Elliott.

On November 15, 2019, an article was published on the Streetinsider.com website, an industry news site that covers mergers and acquisitions, speculating that the Company was considering a potential sale to Francisco Partners or another financial sponsor. The Company declined to comment on this article or subsequent market speculation, consistent with its corporate policy that it does not comment on market rumors or speculation.

On November 18, 2019, a special meeting of the Board was held via teleconference, attended by Messrs. Herdiech, Donahue and Lawrence, as well as representatives from Latham and Qatalyst. The Board discussed the status of the Company’s 2020 planning process, including an overview of the drafts of the 2020 financial plan and budget, and reviewed the Company’s preliminary multi-year financial projections prepared for discussion with the Board, including key assumptions and market and execution risks. After discussion, the Board requested that management continue to refine the preliminary multi-year financial projections to incorporate feedback from the Board as to key assumptions, including retention rates and growth initiatives and then report back to the Board.

On November 19, 2019, an executive session of the Board was held via teleconference, consisting only of independent directors on the Board participating in the process, and was attended by representatives of Latham. Members of the Board provided a summary of their discussions with management since the previous Board meeting regarding the Company’s preliminary multi-year financial projections, as well as the underlying assumptions and market and execution risks. Members of the Board further discussed the assumptions in respect to the estimated performance of certain business segments and management’s perspective of the risks and opportunities in such segments in relation to the preliminary financial projections. The Board determined to continue its dialogue with management related to the financial projections, which would be discussed again with the Board at a subsequent meeting.

On November 23, 2019, a special meeting of the Board was held via teleconference, attended by Messrs. Herdiech, Donahue and Mr. Lawrence, as well as representatives from Latham and Qatalyst. Management reviewed further the Company’s multi-year financial projections, including a detailed review of the changes

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since the prior Board meeting, as well as the key assumptions and execution risks considered by management. After additional discussion, the Board approved the multi-year financial projections presented at this meeting for use by the Company’s financial advisors for purposes of their valuation analyses needed to assist the Board with a review of the Company’s strategic alternatives, including the Francisco Partners proposal. We refer to these financial projections approved by the Board as the “Management Projections”, which are summarized in “—Certain Financial Projections” beginning on page 68.

On November 25, 2019, a special meeting of the Board was held via teleconference, attended by Messrs. Herdiech, Donahue and Lawrence, as well as representatives from Latham and Qatalyst. Representatives from Latham reviewed with the Board their fiduciary obligations when evaluating strategic alternatives, including a potential sale transaction, as well as certain other legal matters regarding the proposed Francisco Partners transaction. Representatives from Qatalyst reviewed the financial aspects of the Francisco Partners proposal and financial information with respect to the Company. The Qatalyst representatives discussed potential strategic alternatives currently available to the Company, including the proposed Francisco Partners transaction. This discussion included a review of a possible “market check” process and related strategic considerations, including the process for a post-signing “go-shop” process if the Board determined to negotiate exclusively with Francisco Partners. The Board and its advisors discussed the advantages and disadvantages of agreeing to enter into another exclusive negotiation period with Francisco Partners. The Board determined that the Francisco Partners proposal did not provide a basis for exclusivity at that time. After further discussion, the Board authorized Qatalyst and management to continue negotiations with Francisco Partners on the basis of the following specific transaction terms to be communicated to Francisco Partners: an increased price of $91.00 per share, a 60-day “go-shop” period, a two-tiered Company termination fee of 1.25% of the proposed equity value of the Company during the “go-shop” period and 2.5% of the proposed equity value of the Company following the “go-shop” period, and a reverse termination fee of 8% of the equity value of the Company. The Board determined that it would not approach other potential financial or strategic parties at that time. Later that day, Qatalyst provided the Company’s transaction terms to Francisco Partners.

On November 26, 2019, Francisco Partners provided a counterproposal to Qatalyst of $84.40 per share, a 40-day “go-shop” period, Company termination fees of 1.5% of the proposed equity value of the Company during the “go-shop” period and 3.0% of the proposed equity value of the Company following the “go-shop” period, and a reverse termination fee of 6% of the equity value of the Company. Francisco Partners reiterated its requirement for a short period of exclusivity in order to move forward with its proposal.

On November 27, 2019, a meeting of the Transaction Committee was held via teleconference, attended by Messrs. Wagner and Donahue, as well as representatives from Latham and Qatalyst. Representatives from Qatalyst provided an update on the status of negotiations with Francisco Partners, including the counterproposal from Francisco Partners received November 26, 2019. After discussion, the Transaction Committee determined to propose counter proposals on certain key terms, including a price of $88.75 per share, a 45-day “go-shop” period and a reverse termination fee of 7% of the proposed equity value of the Company. Qatalyst communicated this counterproposal to Francisco Partners later that day.

On November 28, 2019, Francisco Partners and Qatalyst further discussed the proposed purchase price and other key terms. During the course of these discussions, Francisco Partners indicated that its best price would be $85.00 per share. Qatalyst informed Francisco Partners that this price would not be acceptable to the Company.

On November 30, 2019, Francisco Partners provided a counterproposal to Qatalyst of $86.05 per share, a 45-day “go-shop” period, Company termination fees of 1.5% of the proposed equity value of the Company during the “go-shop” period and 3.0% of the proposed equity value of the Company following the “go-shop” period, a reverse termination fee of 7% of the equity value of the Company, and a requirement that the Board grant Francisco Partners and Elliott a short period of exclusivity to complete confirmatory due diligence and negotiate definitive documentation, which Francisco Partners characterized as its “best and final” offer.

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Later in the day on November 30, 2019, a special meeting of the Board was held via teleconference, attended by Messrs. Herdiech, Donahue and Lawrence, as well as representatives from Latham and Qatalyst. Representatives from Qatalyst provided an update on the status of negotiations with Francisco Partners and Elliott, including the $86.05 per share proposal made by Francisco Partners. Representatives from Qatalyst and Latham discussed with the Board certain market and legal considerations related to the Board’s consideration of the request for exclusivity. After discussion, the Board authorized management and Qatalyst to move forward under the proposed terms, and to negotiate an exclusivity letter with Francisco Partners and Elliott to expire on December 16, 2019, and to engage in negotiations to reach a definitive agreement.

On December 1, 2019, Elliott entered into a confidentiality agreement with the Company, including a customary standstill provision and the related “sunset provision, to facilitate further discussions on the basis of confidential information.

Later that same day, the Company executed the 15-day exclusivity letter with Francisco Partners, set to expire on December 16, 2019.

Between December 1, 2019 and December 16, 2019 Francisco Partners, Elliott and their advisors conducted in-depth confirmatory due diligence. To support their due diligence, information was uploaded to an electronic data room for their review and the Company’s management team participated in a number of due diligence meetings and teleconferences.

On December 2, 2019, representatives of Latham sent the first draft of the proposed merger agreement to Paul Hastings. Among other terms that were customary for a public company acquisition agreement, the proposed agreement included a 45-day “go-shop” period, a “two-tiered” Company termination fee with a lower 1.5% termination fee payable for termination to accept a superior proposal during the “go-shop” period (as well as after the “go-shop” period for an exempted person) and limited matching rights in response to superior proposals. The proposed merger agreement also contemplated that the Company could continue to pay its regularly quarterly dividends during the pre-closing period, Logan Parent, the Company and their respective subsidiaries would be required to divest assets, if necessary, to obtain antitrust and other regulatory approvals (a so-called “hell or high water” regulatory approvals provision), customary cooperation covenants in connection with Logan Parent’s third party debt financing and that Logan Parent would be obligated to pay a reverse termination fee of 7% of the equity value of the Company, if the transaction were terminated due to Logan Parent’s breach or a failure of Logan Parent’s debt financing.

On December 3, 2019, representatives of Latham and Paul Hastings met telephonically to discuss transaction process and timing, as well as initial potential issues related to the draft merger agreement provided by Latham.

On December 5, 2019, a meeting of the Transaction Committee was held via teleconference, attended by Messrs. Wagner and Donahue, as well as representatives from Qatalyst and Latham. Management and the Company’s advisors provided an update on the proposed due diligence process, transaction timing, the status of Francisco Partners’ efforts to arrange third party debt financing and anticipated key issues to be resolved in the transaction negotiations.

On December 9, 2019 and December 10, 2019, Mr. Wagner and other members of the Company’s management team, as well as representatives from the Company’s financial advisors, met with representatives of Francisco Partners and Elliott and their advisors in Boston, Massachusetts for in-person management due-diligence presentations. During these presentations the Company provided an overview of the Company’s business, strategy and financial position, including the Management Projections.

On December 11, 2019, a meeting of the Transaction Committee was held via teleconference, attended by Messrs. Wagner and Donahue, as well as representatives from Qatalyst and Latham. During the meeting,

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Mr. Wagner provided an update on the in-person management due diligence meetings that occurred earlier in the week. Representatives of Latham reviewed the status of the draft merger agreement and the material provisions still to be negotiated, as well as the status of the Company’s analysis of antitrust and other regulatory filings required in connection with the transaction. The Transaction Committee also discussed the importance to the Company of employee retention during the pendency of the proposed transaction, including continuing to make equity grants to non-executive employees as part of the Company’s annual review process during the pendency of the transaction, and authorized the Mr. Wagner to discuss these matters with Francisco Partners.

Later in the day on December 11, 2019, Paul Hastings sent Latham a revised draft of the merger agreement. The revised draft of the merger agreement accepted the 45-day “go-shop” period but removed the ability for the Company to pay the lower break-up fee in the event a transaction is consummated following the “go-shop” period with an exempted person engaged during the “go-shop” period. The revised draft of the merger agreement also expanded matching rights with respect to any superior proposal, proposed that certain management incentive awards would vest into a right to receive deferred cash compensation following the closing, and provided that the Company could not pay its regular quarterly dividends during the interim period without Logan Parent’s prior consent. Paul Hastings also indicated that Logan Parent’s position with respect to debt financing cooperation and related marketing period and the “hell or high water” regulatory efforts provision was still open and would need to be confirmed following additional diligence by Francisco Partners and its advisors.

Also on December 11, 2019, an article was published by Bloomberg speculating that the Company was in advanced talks with both Francisco Partners and Elliott to take the Company private. The article also speculated that the deal was close and could be announced in the coming weeks. In accordance with its internal policy regarding media rumors and speculation, the Company declined to comment. On December 11, 2019, following the publication of the Bloomberg article, the Company’s stock closed at a price of $79.83 per share, representing a 7.8% increase over the stock price on the close of the previous business day.

On December 12, 2019, Latham sent a revised draft of the merger agreement to Paul Hastings. The revised draft of the merger agreement provided for a shorter period in which Logan Parent could exercise matching rights, that the Company would pay the lower termination fee equal to 1.5% of the fully diluted equity value of the Company if the Merger Agreement were terminated following the “go-shop” with respect to a superior proposal received from an exempted person and that the Company would continue to pay its regular quarterly dividends during the interim period without the consent of Logan Parent. In addition, Latham reiterated the importance of customary debt financing-related covenants and Logan Parent’s agreement to the “hell or high water” regulatory efforts provision.

On December 13, 2019, a meeting of the Transaction Committee was held via teleconference, attended by Messrs. Wagner and Donahue, as well as representatives from Qatalyst and Latham. Representatives of Latham provided an update on the status of the draft merger agreement and the material provisions still to be negotiated, as well as the ongoing analysis of the antitrust and other regulatory approvals required for the transaction. Latham noted the various alternatives that could be proposed in respect of certain items in the merger agreement, including the payment of quarterly dividends, antitrust efforts covenants, the termination fee payable in respect of an exempted person, the marketing period for debt financing and retention matters, including the continued granting of equity awards to non-executive employees between signing and closing. Representatives of Qatalyst addressed certain financial considerations with respect to the Company’s request to continue its quarterly dividends during the period between signing and closing of the proposed transaction. Later that same day, Paul Hastings provided Latham drafts of the equity commitment letters and limited guarantees to be entered into by the FP Funds and the Elliott Funds.

From December 13, 2019 until December 17, 2019, Paul Hastings and Latham exchanged drafts of the equity commitment letter and limited guaranty.

On December 15, 2019, a special meeting of the Board was held via teleconference, attended by Messrs. Donahue, Herdiech and Lawrence, as well as representatives from Qatalyst, J.P. Morgan and Latham. Latham

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reviewed the key terms of the draft merger agreement and the material provisions still to be negotiated, as well as the status of the ongoing analysis of the antitrust and other regulatory approvals required for the transaction. The Transaction Committee reported that it was supportive of, and recommended that the full Board move towards approval of, the proposed transaction. Representatives of Qatalyst and J.P. Morgan then reviewed their respective financial analyses with respect to the proposed transaction, based upon the Management Projections. After discussion, the Board authorized the Company’s management and financial and legal advisors to work to finalize the merger agreement on key terms described to the Board and otherwise in consultation with the Transaction Committee.

Later in the day on December 15, 2019, Paul Hastings provided Latham drafts of the debt financing commitment papers and a revised draft of the merger agreement which, among other items, removed the ability for the Company to pay the lower break-up fee in the event a transaction is consummated following the “go-shop” period with an exempted person engaged during the “go-shop” period.

Also on December 15, 2019, Mr. Wagner discussed retention matters for non-executive employees with Francisco Partners, including the Company’s desire to make certain awards to non-executive employees during the pre-closing period in connection with employee promotion and retention and as part of the Company’s annual review process. The parties mutually agreed that the Company could issue awards to non-executive employees only, in total amount not to exceed $4,000,000, in connection with employee promotion and retention and as part of the Company’s annual review process, except that such awards would vest on a time-based schedule only and would not have accelerated vesting related to the proposed transaction.

On December 16, 2019, Mr. Wagner presented to the members of Francisco Partner’s investment committee in their San Francisco, California office. During the meeting, Mr. Wagner provided Francisco Partner’s investment committee with an overview of the Company’s business, strategic and financial position.

Later in the day on December 16, 2019, a meeting of the Transaction Committee was held via teleconference, attended by Messrs. Wagner and Donahue, as well as representatives from Qatalyst and Latham. Latham reviewed the status of the draft merger agreement and the material provisions under final negotiation. It was noted that Logan Parent had agreed to the “hell or high water” antitrust divestiture provision and an outside date to obtain regulatory approvals of twelve months from the date of signing, the Company had agreed to eliminate quarterly dividends during the interim period, Logan Parent and the Company had agreed that the Company would pay the lower break-up fee in the event the merger agreement is terminated by the Company to pursue a superior proposal either prior to the expiration of the “go-shop” period or within a business day following the expiration of the period in which Logan Parent is permitted to exercise its matching rights if such period began before the end of the “go-shop” period and Logan Parent and the Company had agreed to a non-executive retention plan for key employees. Latham also noted recent discussions with Paul Hastings regarding the marketing periods required by Francisco Partners’ lenders and the conditions to commencement of such marketing periods. The Transaction Committee instructed management and the advisors to seek to finalize negotiations with Francisco Partners, Elliott and their representatives on the key terms described to the Transaction Committee.

The parties and their respective financial and legal advisors then finalized the Merger Agreement and other ancillary agreements in advance of the Board meeting in the morning of December 17, 2019.

On December 17, 2019, a special meeting of the Board was held via teleconference, attended by Messrs. Donahue, Herdiech and Lawrence, as well as representatives from Qatalyst, J.P. Morgan and Latham. During the meeting, Latham updated the Transaction Committee on the key terms of the Merger Agreement and the outcome of the final negotiation of the material provisions of the Merger Agreement. The Transaction Committee reported to the Board that it was supportive of, and recommended that the full Board approve, the proposed transaction. Representatives of Qatalyst then reviewed its financial analyses and rendered its oral opinion to the Board (which was subsequently confirmed by delivery of a written opinion dated as of December 17, 2019) that, as of such

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date, and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, matters considered and limitations, qualifications and conditions on the review undertaken in connection therewith, as described in such written opinion, the $86.05 per share consideration to be paid to the holders of the Company’s common stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. Representatives of J.P. Morgan then reviewed its financial analyses and rendered its oral opinion to the Board (which was subsequently confirmed by delivery of a written opinion dated as of December 17, 2019) that as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the $86.05 per share consideration to be paid to the holders of the Company’s common stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. For more information about Qatalyst’s opinion, see below under the section entitled “—Opinion of Financial Advisor—Qatalyst”. For more information about J.P. Morgan’s opinion, see below under the section entitled “—Opinion of Financial Advisor—J.P. Morgan”.

The Board considered various reasons to approve the Merger Agreement (see “—Recommendation of Our Board of Directors and Reasons for the Merger” beginning on page 52), and certain countervailing factors. After discussions with the Company’s management and financial and legal advisors, and in light of the reasons considered, the Board, acting by the unanimous vote of the directors present and voting at the meeting:

Following the approvals described above, the Board discussed the “go-shop” process and directed Qatalyst to commence outbound solicitations to potentially interested parties immediately upon public announcement of the Merger Agreement.

Later that morning of December 17, 2019 prior to the open of trading in the Company’s stock, the parties executed and delivered the Merger Agreement and related transaction documents, and the Company issued a press release announcing the execution of the Merger Agreement.

Recommendation of Our Board of Directors and Reasons for the Merger

Recommendation of Our Board of Directors

The Board, after consulting with its financial advisors and outside legal counsel and carefully reviewing and considering various factors described in “—Reasons for the Merger,” (i) approved, adopted and declared advisable the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (ii) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of, LogMeIn and its stockholders, (iii) directed that the Merger Agreement be submitted to the stockholders of LogMeIn for adoption at the special meeting, and (iv) recommended that LogMeIn’s stockholders adopt the Merger Agreement.

The Board recommends that you vote: (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

Reasons for the Merger

At a meeting of our Board on December 17, 2019, our Board (i) approved and declared advisable the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger,

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(ii) determined that the terms of the Merger Agreement and the Merger are fair to, and in the best interests of, LogMeIn and its stockholders, (iii) directed that the Merger Agreement be submitted to the stockholders of LogMeIn for adoption at the special meeting, and (iv) recommended that LogMeIn’s stockholders adopt the Merger Agreement.

In reaching its decision to approve the Merger Agreement and the Merger, and to recommend that the Merger Agreement be adopted by LogMeIn’s stockholders, the Board evaluated the Merger Agreement and the Merger with LogMeIn’s executive management and LogMeIn’s legal and financial advisors and carefully considered a number of factors, including the following material factors (which are not intended to be exhaustive or listed in any relative order of importance):

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The Board also considered a variety of risks and other potentially negative factors with respect to the Merger Agreement and the Merger, including the following (which are not listed in any relative order of importance):

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After taking into account the factors set forth above, as well as others, the Board concluded that the potential benefits of the Merger to LogMeIn’s stockholders outweighed the potentially negative factors associated with the Merger. Accordingly, the Board determined that the Merger Agreement and the Merger are advisable, fair to and in the best interests of LogMeIn and its stockholders and recommends that the stockholders of LogMeIn approve and adopt the Merger Agreement.

The foregoing discussion summarizes the material factors considered by the Board, but is not intended to be exhaustive. In light of the variety of factors considered in connection with its evaluation of the Merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Moreover, each member of the Board applied his or her own business judgment to the process and may have given different weight to different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination and recommendation. The Board based its recommendation on the totality of the information presented, including its discussions with, and questioning of, LogMeIn’s executive management and its financial advisors and outside legal counsel. This explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Concerning Forward-Looking Statements” on page 32 of this proxy statement.

Opinion of Qatalyst Partners

We retained Qatalyst Partners to act as its financial advisor in connection with a potential transaction regarding LogMeIn, such as the Merger, and to evaluate whether the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of LogMeIn common stock (other than Parent or any affiliate of Parent), was fair, from a financial point of view, to such holders. The Board selected Qatalyst Partners to act as its financial advisor based on Qatalyst Partners’ qualifications, expertise, reputation and knowledge of LogMeIn’s business and the industry in which LogMeIn operates, as well as Qatalyst Partners’ prior experience representing software companies in similar transactions. Qatalyst Partners provided its written consent to the reproduction of its opinion in this proxy statement. At the meeting of the Board on December 17, 2019, Qatalyst Partners rendered to the Board its oral opinion to the effect that, as of December 17, 2019, and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of LogMeIn common stock (other than Parent or any affiliate of Parent), was fair, from a financial point of view, to such holders. Following the meeting, Qatalyst Partners delivered its written opinion, dated December 17, 2019, to the Board.

The full text of the opinion of Qatalyst Partners, dated as of December 17, 2019, is attached to this proxy statement as Appendix C and is incorporated into this proxy statement by reference. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. You should read the opinion carefully and in its entirety. Qatalyst Partners’ opinion was provided to the Board and addresses only, as of the date of the opinion, the fairness, from a financial point of view, of the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of LogMeIn common stock (other than Parent or any affiliate of Parent), to such holders, and it does not address any other aspect of the Merger. It does not constitute a recommendation to any LogMeIn stockholder as to how to vote with respect to the Merger or any other matter and does not in any manner address the price at which LogMeIn common stock will trade at any time. The summary of Qatalyst Partners’ opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached to this proxy statement as Appendix C.

For purposes of its opinion set forth herein, Qatalyst Partners reviewed the Merger Agreement, certain related documents and certain publicly available financial statements and other business and financial

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information of LogMeIn. Qatalyst Partners also reviewed certain forward-looking information relating to LogMeIn prepared by the management of LogMeIn, including financial projections and operating data of LogMeIn, which we refer to as the Management Projections, described below in the section entitled “—Certain Financial Projections,” beginning on page 68. Additionally, Qatalyst Partners discussed the past and current operations, financial condition and the prospects of LogMeIn with senior management of LogMeIn. Qatalyst Partners also reviewed the historical market prices and trading activity for LogMeIn common stock and compared the financial performance of LogMeIn and the prices and trading activity of LogMeIn common stock with that of certain other selected publicly-traded companies and their securities. In addition, Qatalyst Partners reviewed the financial terms, to the extent publicly available, of selected acquisition transactions and performed such other analyses, reviewed such other information and considered such other factors as Qatalyst Partners deemed appropriate.

In arriving at its opinion, Qatalyst Partners assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to, or discussed with, it by LogMeIn. With respect to the Management Projections, Qatalyst Partners was advised by the management of LogMeIn, and assumed, that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of LogMeIn of the future financial performance of LogMeIn and other matters covered thereby. Qatalyst Partners also assumed that the Merger would be consummated in accordance with the terms set forth in the Merger Agreement, without any modification, waiver or delay. In addition, Qatalyst Partners assumed that in connection with the receipt of all the necessary approvals of the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that could have an adverse effect on LogMeIn or the contemplated benefits expected to be derived in the proposed Merger. Qatalyst Partners did not make any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of LogMeIn or its affiliates nor was it furnished with any such evaluation or appraisal. In addition, Qatalyst Partners relied, without independent verification, upon the assessment of the management of LogMeIn as to the existing and future technology and products of LogMeIn and the risks associated with such technology and products. In arriving at its opinion, Qatalyst Partners was not authorized to solicit, and did not solicit, interest from any party with respect to an acquisition, business combination or other extraordinary transaction involving LogMeIn. Qatalyst Partners’ opinion has been approved by its opinion committee in accordance with its customary practice. Qatalyst Partners’ opinion does not constitute a recommendation as to how to vote with respect to the Merger or any other matter and does not in any manner address the price at which LogMeIn common stock will trade at any time.

Qatalyst Partners’ opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of its opinion. Events occurring after the date of its opinion may affect its opinion and the assumptions used in preparing it, and Qatalyst Partners did not assume any obligation to update, revise or reaffirm its opinion. Qatalyst Partners’ opinion did not address the underlying business decision of LogMeIn to engage in the Merger, or the relative merits of the Merger as compared to any strategic alternatives that may be available to LogMeIn. Qatalyst Partners’ opinion is limited to the fairness, from a financial point of view, of the Merger Consideration of $86.05 per share in cash to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of LogMeIn common stock (other than Parent or any affiliate of Parent), and Qatalyst Partners expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the officers, directors or employees of LogMeIn or any of its affiliates, or any class of such persons, relative to such consideration at any time.

The following is a brief summary of the material analyses performed by Qatalyst Partners in connection with its opinion dated as of December 17, 2019. The analyses and factors described below must be considered as a whole; considering any portion of such analyses or factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Qatalyst Partners’ opinion. For purposes of its analyses, Qatalyst Partners utilized both third-party research analyst estimates (the “Street Case”), and the Management Projections. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and to more fully understand the financial analyses used by Qatalyst Partners, the tables must be read together with the full text of each summary. Considering the

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data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Qatalyst Partners’ financial analyses.

Discounted Cash Flow Analysis

Qatalyst Partners performed a discounted cash flow analysis, which is designed to imply a range of potential per-share present values for LogMeIn common stock as of December 31, 2019 by:

Based on the calculations set forth above, this analysis implied a range of values for LogMeIn common stock of approximately $69.86 to $97.46 per share.

Selected Companies Analysis

Qatalyst Partners compared selected financial information and public market multiples for LogMeIn with publicly available financial information and public market multiples for selected companies. The companies used in this comparison included those companies listed below, which were selected by Qatalyst Partners based on factors including that they are publicly traded companies in similar lines of business to LogMeIn, have a similar business model, have similar financial performance or have other relevant or similar characteristics.

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Based upon research analyst consensus estimates as of December 13, 2019 and using the closing prices as of December 13, 2019 for shares of the selected companies, Qatalyst Partners calculated, among other things, the fully-diluted equity value divided by the consensus estimated levered free cash flow (“LFCF”), for the calendar year 2020 (the “CY2020E LFCF Multiples”), for each of the selected companies, as shown below:

Based upon research analyst estimates and LogMeIn’s closing price as of November 4, 2019, the last closing price prior to the date of the most recent Francisco Partners proposal, Qatalyst Partners calculated a CY2020E LFCF Multiple for LogMeIn of 10.5x.

Based on an analysis of the CY2020E LFCF Multiples for the selected companies and LogMeIn, Qatalyst Partners selected a representative multiple range of 10.0x to 13.0x. Qatalyst Partners then applied this range to LogMeIn’s estimated LFCF (excluding litigation, restructuring and acquisition or disposition related payments) for calendar year 2020, based on the Management Projections (which refer to LogMeIn’s estimated LFCF as “Adjusted Free Cash Flow”) and based on the Street Case.

Based on the calculations set forth above, and based on the fully diluted shares of LogMeIn common stock outstanding as of December 13, 2019, this analysis implied a range of values for LogMeIn common stock of approximately $59.83 to $77.77 per share based on the Management Projections for calendar year 2020, and $63.61 to $82.69 per share based on the Street Case for calendar year 2020.

No company included in the selected companies analysis is identical to LogMeIn. In evaluating the selected companies, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Many of these matters are beyond the control of LogMeIn, such as the impact of competition on LogMeIn’s business or the industry in general, industry growth and the absence of any material adverse change in LogMeIn’s financial condition and prospects or the industry or in the financial markets in general. Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected company data.

Selected Transactions Analysis

Qatalyst Partners compared transaction multiples and selected financial information for six selected transactions. The transactions used in this comparison were selected by Qatalyst Partners based on factors including that they are acquisitions of publicly traded companies in similar lines of business to LogMeIn, have a similar business model, have similar financial performance or have other relevant or similar characteristics.

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For each of the selected transactions listed below, Qatalyst Partners reviewed, among other things, (a) the implied fully diluted enterprise value of the target company as a multiple of last-twelve-month earnings before interest, taxes, depreciation and amortization (“EBITDA”) of the target company (the “LTM EBITDA Multiple”) and (b) the implied fully diluted enterprise value of the target company as a multiple of research analyst consensus estimates of the next-twelve-month EBITDA of the target company (the “NTM EBITDA Multiple”).

Based on the analysis of the LTM EBITDA Multiples for the selected transactions, Qatalyst Partners selected a representative multiple range of 10.0x to 14.0x. Qatalyst Partners applied this range to LogMeIn’s Adjusted EBITDA (calculated for the twelve-month period ended on September 30, 2019 based on LogMeIn’s historical financials), then subtracted the estimated net debt of LogMeIn as of December 31, 2019 and divided the resulting amount by the number of fully diluted shares of LogMeIn common stock outstanding as of December 13, 2019. This analysis implied a range of values for LogMeIn common stock of approximately $81.65 to $114.94 per share.

Based on the analysis of the NTM EBITDA Multiples for the selected transactions, Qatalyst Partners selected a representative multiple range of 9.0x to 14.0x. Qatalyst Partners applied these ranges to LogMeIn’s Adjusted EBITDA (calculated for the twelve-month period ending on September 30, 2020 based on the Street Case), then subtracted the estimated net debt of LogMeIn as of December 31, 2019, and divided the resulting amount by the number of fully diluted shares of LogMeIn common stock outstanding as of December 13, 2019. This analysis implied a range of values for LogMeIn common stock of approximately $72.16 to $113.13 per share.

Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected transactional data.

No company or transaction utilized in the selected transactions analysis is identical to LogMeIn or the Merger. In evaluating the selected transactions, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond LogMeIn’s control, such as the impact of competition on LogMeIn’s business or the industry generally, industry growth and the absence of any material adverse change in LogMeIn’s financial condition and prospects or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared. Because of the unique circumstances of each of these transactions and the Merger, Qatalyst Partners cautioned against placing undue reliance on this information.

Miscellaneous

In connection with the review of the Merger by the Board, Qatalyst Partners performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a

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complex process and is not necessarily amenable to a partial analysis or summary description. In arriving at its opinion, Qatalyst Partners considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Qatalyst Partners believes that selecting any portion of its analyses, without considering all analyses as a whole, could create a misleading or incomplete view of the process underlying its analyses and opinion. In addition, Qatalyst Partners may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Qatalyst Partners’ view of the actual value of LogMeIn. In performing its analyses, Qatalyst Partners made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond LogMeIn’s control. Any estimates contained in Qatalyst Partners’ analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Qatalyst Partners conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of LogMeIn common stock (other than Parent or any affiliate of Parent), to such holders. This analysis does not purport to be an appraisal or to reflect the price at which LogMeIn common stock might actually trade at any time.

Qatalyst Partners’ opinion and its presentation to the Board was one of many factors considered by the Board in deciding to approve the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Board with respect to the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of LogMeIn common stock (other than Parent or any affiliate of Parent) or of whether the Board would have been willing to agree to different consideration. The Merger Consideration was determined through arm’s-length negotiations between LogMeIn, Francisco Partners and Elliot and was unanimously approved by the members of the Board in attendance and voting at the December 17, 2019 meeting. Qatalyst Partners provided advice to LogMeIn during these negotiations. Qatalyst Partners did not, however, recommend any specific consideration to LogMeIn or that any specific consideration constituted the only appropriate consideration for the Merger.

Qatalyst Partners provides investment banking and other services to a wide range of entities and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, affiliates of Qatalyst Partners may at any time hold long or short positions, and may trade or otherwise effect transactions in debt or equity securities or loans of LogMeIn, Parent or certain of their respective affiliates. During the two-year period prior to the date of Qatalyst Partners’ opinion, no material relationship existed between Qatalyst Partners or any of its affiliates and LogMeIn or Parent pursuant to which compensation was received by Qatalyst Partners or its affiliates. Qatalyst Partners and/or its affiliates may in the future provide investment banking and other financial services to LogMeIn or Parent and their respective affiliates for which Qatalyst Partners would expect to receive compensation.

Under the terms of its engagement, Qatalyst Partners provided LogMeIn with financial advisory services, including in connection with the Merger, for which it will be paid approximately $33.0 million, $250,000 of which was paid following the execution of the engagement letter, $3,500,000 of which was payable upon the delivery of its opinion (regardless of the conclusion reached therein) and the remaining portion of which will be paid upon, and subject to, the consummation of the Merger. LogMeIn has also agreed to reimburse Qatalyst Partners for its expenses incurred in performing its services. LogMeIn has also agreed to indemnify Qatalyst Partners and its affiliates, their respective members, directors, officers, partners, agents and employees and any person controlling Qatalyst Partners or any of its affiliates against certain liabilities, including liabilities under the federal securities laws, and expenses related to or arising out of Qatalyst Partners’ engagement.

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Opinion of J.P. Morgan

Pursuant to an engagement letter dated August 28, 2018, which was amended and restated in its entirety pursuant to an engagement letter dated November 27, 2019, the Company retained J.P. Morgan as its financial advisor in connection with the proposed Transaction and to deliver a fairness opinion in connection with the proposed Merger.

At the meeting of the Board on December 17, 2019, J.P. Morgan rendered its oral opinion to the Board that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the consideration to be paid to the holders of LogMeIn’s common stock (other than Parent and its affiliates) in the proposed Merger was fair, from a financial point of view, to such stockholders. J.P. Morgan confirmed its December 17, 2019 oral opinion by delivering its written opinion to the Board, dated December 17, 2019, that, as of such date, the consideration to be paid to the holders of LogMeIn’s common stock (other than Parent and its affiliates) in the proposed Merger was fair, from a financial point of view, to such stockholders. No limitations were imposed by the Board upon J.P. Morgan with respect to the investigations made or procedures followed by it in rendering its opinions.

The full text of the written opinion of J.P. Morgan dated December 17, 2019, which sets forth the assumptions made, matters considered and limitations on the review undertaken, is attached as Appendix D to this proxy statement and is incorporated herein by reference. The Company’s stockholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion is addressed to the Board, is directed only to the consideration to be paid in the Merger and does not constitute a recommendation to any stockholder of LogMeIn as to how such stockholder should vote at the special meeting of LogMeIn stockholders. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan.

In arriving at its opinions, J.P. Morgan, among other things:

J.P. Morgan also held discussions with certain members of the management of LogMeIn with respect to certain aspects of the Merger, the past and current business operations of LogMeIn, the financial condition and future prospects and operations of LogMeIn, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by LogMeIn or otherwise reviewed by or for J.P.

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Morgan. J.P. Morgan did not independently verify (and did not assume responsibility or liability for independently verifying) any such information or its accuracy or completeness and, pursuant to its engagement letter with LogMeIn. J.P. Morgan did not conduct or was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of LogMeIn or Parent under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to it or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of LogMeIn to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the Merger and the other transactions contemplated by the Merger Agreement will be consummated as described in the Merger Agreement, and that the definitive Merger Agreement would not differ in any material respect from the draft thereof provided to J.P. Morgan. J.P. Morgan relied as to all legal matters relevant to the rendering of its opinion upon the advice of counsel and assumed that the representations and warranties made by LogMeIn and Parent in the Merger Agreement and the related agreements were and will be true and correct in all respects material to J.P. Morgan’s analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to LogMeIn with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on LogMeIn or on the contemplated benefits of the Merger.

J.P. Morgan’s opinion is necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. It should be understood that subsequent developments may affect J.P. Morgan’s opinion, and J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the consideration to be paid to the holders of LogMeIn’s common stock in the proposed Merger (other than Parent and its affiliates), and J.P. Morgan has expressed no opinion as to the fairness of any consideration paid in connection with the Merger to the holders of any other class of securities, creditors or other constituencies of LogMeIn or as to the underlying decision by LogMeIn to engage in the Merger. Furthermore, J.P. Morgan has expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the Merger, or any class of such persons relative to the consideration to be paid to the holders of LogMeIn’s common stock in the Merger or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which LogMeIn’s common stock will trade at any future time, whether before or after the closing of the Merger.

The terms of the Merger Agreement, including the merger consideration, were determined through arm’s length negotiations between LogMeIn, Francisco Partners and Elliott, and the decision to enter into the Merger Agreement was solely that of the Board. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Board in its evaluation of the proposed Merger and should not be viewed as determinative of the views of the Board or management with respect to the proposed Merger or the merger consideration.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methods in reaching its opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with providing its opinion.

Public Trading Multiples Analysis.

Using publicly available information, J.P. Morgan compared selected financial data of LogMeIn with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be analogous to LogMeIn. The companies selected by J.P. Morgan were:

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These companies were selected, among other reasons, because they operate businesses that are in the same industry and, in certain cases, share certain operational and financial characteristics with LogMeIn. However, none of the companies selected is identical or directly comparable to LogMeIn, and certain of the companies may have characteristics that are materially different from those of LogMeIn. Accordingly, a complete analysis of the results of the following calculations cannot be limited to a quantitative review of such results and involves complex considerations and judgments concerning the differences in the financial and operating characteristics of the selected companies compared to LogMeIn and other factors that could affect the public trading value of the selected companies and LogMeIn.

For each of the following analyses performed by J.P. Morgan, estimated financial data for the selected companies for calendar year 2020 was based on information J.P. Morgan obtained from SEC filings, publicly available analyst consensus estimates obtained from FactSet Research Systems and other Wall Street research. The multiples and ratios for each of the selected companies were based on such information.

For LogMeIn and each selected company, J.P. Morgan calculated the ratio of such company’s firm value (calculated as the equity value on a fully-diluted basis plus or minus, as applicable, net debt or net cash (“Firm Value”)) to the estimated unlevered free cash flow of the applicable company for fiscal year 2020 (which ratio is referred to in this section as “FV/2020 uFCF”). The following table represents the results of this analysis for LogMeIn and each of the selected companies:

Based on the results of this analysis and other factors that J.P. Morgan considered appropriate based on its experience and professional judgment, J.P. Morgan selected a multiple reference range of 11.0x to 15.5x for FV/2020 uFCF. J.P. Morgan then applied that range to LogMeIn’s estimated Unlevered Free Cash Flow Pre SBC Excluding One-Time Cash Charges for the calendar year 2020. The analysis indicated an implied equity value per share (rounded to the nearest $0.25) range of $65.00 to $92.25, as compared to (i) the unaffected closing price per share of LogMeIn’s common stock of $73.21 as of November 14, 2019 (the last trading day prior to public rumors of a potential sale of LogMeIn); (ii) the closing price per share of LogMeIn’s common stock of $82.41 as of December 16, 2019 (the last trading day prior to the public announcement of the proposed Merger); and (iii) Merger Consideration of $86.05 per share of LogMeIn’s common stock.

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Selected Transaction Multiple Analysis.

Using publicly available information, J.P. Morgan examined selected transactions involving businesses that, for purposes of J.P. Morgan’s analysis and based on its experience and professional judgment, were considered similar to LogMeIn’s business.

Using publicly available information, J. P. Morgan calculated, for each selected transaction, (1) the ratio of the target company’s Firm Value implied by the consideration paid in such transaction to target company’s next twelve-month period Adjusted EBITDA (defined as earnings before interest, tax, depreciation and amortization excluding stock based compensation expense and amortization of intangibles), at the time of the transaction announcement (“FV/NTM EBITDA”) and (2) the ratio of the target company’s Firm Value implied by the consideration paid in such transaction to the target company’s estimated unlevered free cash flow for the next twelve-month period at the time of the transaction announcement (“FV/NTM uFCF”). The following table represents the results of this analysis for each of the selected transactions:

Based on the results of these analyses and other factors that J.P. Morgan considered appropriate based on its experience and professional judgment, J.P. Morgan selected (1) a multiple reference range of 9.5x to 18.0x for FV/NTM EBITDA and (2) a multiple reference range of 12.0x to 19.0x for FV/NTM uFCF. Applying the FV/NTM EBITDA multiple range to LogMeIn’s estimated Adjusted EBITDA for calendar year 2020, the analysis indicated an estimated range of implied equity values per share of LogMeIn’s common stock of between $74.50 and $142.25 per share (rounded to the nearest $0.25). Applying the FV/NTM uFCF multiple range to LogMeIn’s estimated Unlevered Free Cash Flow Pre SBC Excluding One-Time Cash Charges for calendar year 2020, the analysis indicated an estimated range of implied equity values per share of LogMeIn’s common stock of between $72.00 and $114.75 per share (rounded to the nearest $0.25). The range of implied equity values per share of LogMeIn’s common stock indicated by the FV/NTM EBITDA and the FV/NTM uFCF multiples was compared to (i) the unaffected closing price per share of LogMeIn’s common stock of $73.21 as of November 14, 2019 (the last trading day prior to public rumors of a potential sale of LogMeIn); (ii) the closing price per share of LogMeIn’s common stock of $82.41 as of December 16, 2019 (the last trading day prior to the public announcement of the proposed Merger); and (iii) Merger Consideration of $86.05 per share of LogMeIn’s common stock.

Discounted Cash Flow Analysis.

J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining the fully diluted equity value per share for LogMeIn’s common stock. A discounted cash flow analysis is a method of evaluating an asset using estimates of the future unlevered free cash flows generated by the asset and taking into consideration the time value of money with respect to those future cash flows by calculating their “present value.” The “unlevered free cash flows” for purposes of the discounted cash flow analysis, refers to a calculation of the future cash flows generated by an asset without including in such calculation any debt servicing costs. “Present value” refers to the current value of the future cash flows generated by the asset, and is obtained by discounting those cash flows back to the present using a discount rate that takes into account macro-economic

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assumptions and estimates of risk, the cost of capital and other appropriate factors. “Terminal value” refers to the present value of all future cash flows generated by the asset for periods beyond the projections period.

J.P. Morgan used the Unlevered Free Cash Flow Post SBC that LogMeIn is expected to generate during fiscal years 2020 through 2029 based upon the Management Projections for fiscal years 2020 to 2025 and extrapolations thereof for fiscal years 2026 to 2029 prepared by LogMeIn management. Based on LogMeIn management’s estimate of a 2.5% terminal value growth of the company, J.P. Morgan also calculated a range of terminal asset values of LogMeIn at the end of the 10-year period ending December 31, 2029 by applying a perpetual growth rate range between 2.0% and 3.0% to the Unlevered Free Cash Flow Post SBC of LogMeIn during the final year of such 10-year period. The Unlevered Free Cash Flow Post SBC during fiscal years 2020 through 2029 and the range of terminal asset values were then discounted to present value using a range of discount rates from 7.75% to 8.75%, which were chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of LogMeIn. The present value of the Unlevered Free Cash Flows Post SBC and the range of terminal asset values were then adjusted for LogMeIn’s estimated 2019 fiscal year-end total net debt. Based on the foregoing, the discounted cash flow analysis indicated a range of equity values of between $79.00 and $111.25 per share (rounded to the nearest $0.25) of LogMeIn’s common stock, as compared to (i) the unaffected closing price per share of LogMeIn’s common stock of $73.21 as of November 14, 2019 (the last trading day prior to public rumors of a potential sale of LogMeIn); (ii) the closing price per share of LogMeIn’s common stock of $82.41 as of December 16, 2019 (the last trading day prior to the public announcement of the proposed Merger); and (iii) Offer Price of $86.05 per share of LogMeIn’s common stock.

Other Information.

Historical Trading Range for LogMeIn. For reference purposes only and not as a component of its fairness analysis, J.P. Morgan reviewed the historical closing prices of the shares of LogMeIn’s common stock during the 52-week period prior to December 16, 2019, noting that the low and high closing prices during such period ranged from $65.75 per share to $96.25 per share (rounded to the nearest $0.25), as compared to (i) the unaffected closing price per share of LogMeIn’s common stock of $73.21 as of November 14, 2019 (the last trading day prior to public rumors of a potential sale of LogMeIn); (ii) the closing price per share of LogMeIn’s common stock of $82.41 as of December 16, 2019 (the last trading day prior to the public announcement of the proposed Merger); and (iii) Merger Consideration of $86.05 per share of LogMeIn’s common stock.

Analyst Price Targets for LogMeIn. For reference purposes only and not as a component of its fairness analysis, J.P. Morgan reviewed certain publicly available equity research analyst share price targets for the shares of LogMeIn’s common stock, noting that the low and high share price targets ranged from $70.00 per share to $100.00 per share (rounded to the nearest $0.25), as compared to (i) the unaffected closing price per share of LogMeIn’s common stock of $73.21 as of November 14, 2019 (the last trading day prior to public rumors of a potential sale of LogMeIn); (ii) the closing price per share of LogMeIn’s common stock of $82.41 as of December 16, 2019 (the last trading day prior to the public announcement of the proposed Merger); and (iii) Merger Consideration of $86.05 per share of LogMeIn’s common stock.

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion. Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous

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factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be bought or sold. None of the selected companies reviewed as described in the above summary is identical to LogMeIn, and none of the selected transactions reviewed as described in the above summary is identical to the Merger. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of LogMeIn. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to LogMeIn and the transactions compared to the Merger.    

As part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for estate, corporate and other purposes. J.P. Morgan was selected to advise LogMeIn with respect to the Merger and deliver an opinion to the Board with respect to the Merger on the basis of such experience and its familiarity with LogMeIn and the industries in which it operates.

For services rendered in connection with the Merger and the delivery of its opinion, LogMeIn has agreed to pay J.P. Morgan a fee for its services based on a percentage formula of the total transaction value which will be determined upon consummation of the Merger, but which is expected to be approximately $28.0 million, $5 million of which became payable upon the delivery by J.P. Morgan of its opinion. In addition, LogMeIn has agreed to reimburse J.P. Morgan for its reasonable expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities, including liabilities arising under the federal securities laws.

During the two years preceding the date of J.P. Morgan’s written opinion, J.P. Morgan and its affiliates had commercial or investment banking relationships with LogMeIn and Francisco Partners and certain of their respective affiliates, for which J.P. Morgan and its affiliates have received customary compensation. Such services during such period have included acting as financial advisor to LogMeIn for its consideration of strategic alternatives, including in respect of potential activism defense, beginning in August of 2018 as well as the provision of financial advisory, capital markets and credit services for affiliates of Francisco Partners unrelated to the proposed Merger. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of affiliates of Francisco Partners, for which it receives customary compensation or other financial benefits. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of LogMeIn. During the two-year period preceding delivery of its opinion ending on December 17, 2019, the aggregate fees recognized by J.P. Morgan and its affiliates from LogMeIn were approximately $50,000 and from Francisco Partners and its affiliated funds were approximately $11.0 million. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of LogMeIn for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or other financial instruments.

Certain Financial Projections

In connection with LogMeIn’s evaluation of a possible transaction, LogMeIn management prepared certain non-public, unaudited, stand-alone financial projections (the “Management Projections”). The Management Projections were reviewed by the Board at its meetings held on November 18, 2019, November 19, 2019 and

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November 23, 2019 in connection with the Board’s review of the proposed transaction with Francisco Partners and Elliott, and at its meeting held on November 23, 2019, the Board authorized LogMeIn’s financial advisors to use the Management Projections for purposes of performing their respective financial analyses summarized under “—Opinion of Qatalyst Partners” and “Opinion of J.P. Morgan” beginning on pages 57 and 63 of this proxy statement. The Management Projections also were provided to Parent in connection with its due diligence review of LogMeIn and the proposed transaction. The Management Projections also will be provided to all parties who enter into a confidentiality agreement with LogMeIn after LogMeIn’s entry into the Merger Agreement and prior to the Solicitation Period End Date. The Management Projections reflect the following key considerations and assumptions as to the future financial performance of LogMeIn:

The Management Projections are included in the table below. The inclusion of this information should not be regarded as an indication that LogMeIn, its financial advisors or any of their respective representatives or any other recipient of this information considered, or now considers, the Management Projections to be necessarily predictive of future results. Management advised the Board that the Management Projections represent LogMeIn’s management’s best estimates of the future financial performance of LogMeIn and its business as currently configured as a stand-alone publicly listed company.

The following table summarizes the Management Projections as described above.

Management Projections

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LogMeIn’s ability to achieve the results set forth in the Management Projections are expressly dependent upon certain assumptions, including historical trajectory of each of LogMeIn’s businesses, broad secular trends in the technology sector, market specific trends in each of the end markets in which LogMeIn operates, and detailed input from various managers of each of LogMeIn’s businesses. LogMeIn management also prepared certain unaudited non-public prospective financial information regarding LogMeIn’s operations for fiscal years 2026 to 2029 for J.P. Morgan’s use and reliance in connection with its financial analyses and opinion. The Management Projections were not prepared with a view to public disclosure and are included herein only because such information was made available as described above. The Management Projections were not prepared with a view to comply with GAAP, the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, Deloitte & Touche LLP, our independent registered public accountant, has not examined, reviewed, compiled or otherwise applied procedures to the Management Projections and, accordingly, assumes no responsibility for them and expresses no opinion on them. The Management Projections included herein have been prepared by, and are the responsibility of, LogMeIn’s management.

Although a summary of the Management Projections is presented with numerical specificity, the Management Projections reflect numerous variables, assumptions and estimates as to future events made by our management that our management believed were reasonable at the time the Management Projections were prepared, taking into account the relevant information available to management at the time the Management Projections were prepared. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results. Important factors that may cause actual results to deviate from the Management Projections include general economic conditions, results or financial condition, industry performance, accuracy of certain accounting assumptions, changes in actual or projected cash flows, competitive pressures, accuracy of certain industry forecasts prepared by third parties, pricing pressures from our customers adversely affecting our profitability, any disruption in our information technology systems adversely impacting our business and operations, strengthening of the U.S. dollar and other foreign currency exchange rate fluctuations impacting our results, our contingent liabilities and tax matters causing us to incur losses or costs, any inability to protect our intellectual property rights adversely affecting our business or our competitive position, costs or adverse effects on our business, reputation or results from governmental regulations, failure to hire and retain employees, results or financial condition, and changes in tax laws. In addition, the Management Projections do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the Merger. As a result, there can be no assurance that the Management Projections will be realized, and actual results may be materially better or worse than those contained in the Management Projections. Since the Management Projections cover multiple years, that information by its nature becomes less predictive with each successive year. The inclusion of this information should not be regarded as an indication that the Board, LogMeIn, our financial advisors, Parent, Parent’s representatives and affiliates (including Francisco Partners and Elliott) or any other recipient of this information considered, or now considers, the Management Projections to be material information of LogMeIn or that actual future results will necessarily

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reflect the Management Projections, and the Management Projections should not be relied upon as such. The summary of the Management Projections is not included herein to induce any stockholder to vote in favor of the Merger Proposal or any of the other proposals to be voted on at the special meeting or to influence any stockholder to make any investment decision with respect to the Merger, including whether or not to seek appraisal rights with respect to shares of LogMeIn common stock.

The Management Projections should be evaluated, if at all, in conjunction with the historical financial statements, risk factors and other information regarding LogMeIn contained in our public filings with the SEC. See “Where You Can Find More Information” on page 124 of this proxy statement.

The Management Projections are forward-looking statements. For information on factors that may cause LogMeIn’s future results to materially vary, see “Cautionary Statement Concerning Forward-Looking Statements” on page 32 of this proxy statement.

Except to the extent required by applicable federal securities laws, we do not intend, and expressly disclaim any responsibility, to update or otherwise revise the Management Projections to reflect circumstances existing after the date when LogMeIn prepared the Management Projections or to reflect the occurrence of future events or changes in general economic or industry conditions, even if the assumptions underlying the Management Projections are shown to be in error. By including in this proxy statement a summary of certain financial projections, neither LogMeIn nor any of its representatives or advisors, nor Parent, Parent’s representatives and affiliates (including Francisco Partners and Elliott), makes any representation to any person regarding the ultimate performance of LogMeIn compared to the information contained in such financial projections and should not be read to do so.

In light of the foregoing factors and the uncertainties inherent in the Management Projections, stockholders are cautioned not to unduly rely on the Management Projections included herein.

Certain of the measures included in the Management Projections may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with accounting principles generally accepted in the United States (“GAAP”) and non-GAAP financial measures as used by LogMeIn may not be comparable to similarly titled amounts used by other companies.

Interests of the Directors and Executive Officers of LogMeIn in the Merger

When considering the recommendation of the Board that you vote “FOR” the Merger Proposal, you should be aware that certain of our directors and executive officers may have interests in the Merger that may be different from, or in addition to, your interests as a stockholder generally. The Board was aware of these interests in, among other matters, approving the Merger Agreement and the Merger and in recommending that the Merger Agreement be adopted by the stockholders of LogMeIn. See “—Background of the Merger” and “—Recommendation of Our Board of Directors and Reasons for the Merger” on pages 36 and 52 of this proxy statement, respectively. You should take these interests into account in deciding whether to vote “FOR” the approval of the Merger Agreement.

These interests are described in more detail below, and certain of them, including the compensation that may become payable in connection with the Merger to Messrs. Wagner, Herdiech, Strassman, van Zadelhoff, D’Angelo and Battles, who constitute our named executive officers, are subject to a non-binding, advisory vote of the stockholders of LogMeIn and are quantified in the narrative below and in “Proposal 3: Advisory Vote on Merger-Related Named Executive Officer Compensation” on page 119 of this proxy statement. The dates used below to quantify these interests have been selected for illustrative purposes only and do not necessarily reflect the dates on which certain events will occur.

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Treatment of Equity and Equity-Based Awards

Under the Merger Agreement, the equity-based awards held by LogMeIn’s directors and executive officers under the LogMeIn, Inc. Amended and Restated 2009 Stock Incentive Plan (the “Incentive Award Plan”) will be treated as follows:

Company Options

At the effective time of the Merger, each Company Option, whether vested or unvested, that is outstanding immediately prior to the effective time of the Merger, shall automatically and without any required action on the part of the holder or LogMeIn be cancelled and be converted into the right to receive (without interest) an amount in cash equal to the product of (x) the total number of shares of LogMeIn common stock underlying the Company Option multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price of such Company Option; provided that any such Company Option with respect to which the exercise price subject thereto is equal to or greater than the Merger Consideration shall be canceled for no consideration.

Restricted Stock Units

Each Company RSU that is outstanding and subject solely to service-based vesting conditions and has no performance conditions, shall, automatically and without any required action on the part of the holder thereof, be cancelled and shall entitle the holder thereof to receive an amount in cash equal to the Merger Consideration with respect to each share of LogMeIn common stock subject to such Company RSU, which amount shall be paid subject to satisfaction of the vesting conditions applicable to the Company RSU immediately prior to the effective time of the Merger.

Each Performance RSU that is outstanding immediately at the effective time of the Merger shall become earned (meaning eligible to vest upon satisfaction of service-based vesting conditions) (i) with respect to Performance RSUs that are subject to market-based vesting conditions, as to the number of shares of LogMeIn common stock subject to such award that would be earned based on LogMeIn’s actual level of achievement as of the effective time of the Merger, based on the price per share of the Merger Consideration, and (ii) with respect to Performance RSUs that are subject to revenue-based vesting conditions, as to the number of shares of LogMeIn common stock subject to such award that would be earned based on target level achievement and, in each case, after giving effect to such achievement, without any required action on the part of the holder thereof, be cancelled and shall entitle the holder thereof to receive the Merger Consideration with respect to each earned share of LogMeIn common stock subject to such Performance RSU, which amount shall be paid subject to satisfaction of the service-based vesting conditions applicable to the Performance RSU immediately prior to the effective time of the Merger, and settlement schedule and other terms and conditions applicable to the corresponding Performance RSU as in effect immediately prior to the effective time of the Merger, including any double-trigger vesting accelerations.

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The following table sets forth the number of outstanding vested but unissued and unvested shares of LogMeIn common stock that were awarded to and held by our executive officers and non-employee directors as of the Record Date under our Incentive Award Plan and the value of these shares in the Merger. The vested shares of LogMeIn common stock held by our directors and executive officers will be treated in the same manner as outstanding shares of LogMeIn common stock held by other LogMeIn stockholders entitled to receive the Merger Consideration.

Executive Severance Agreements with LogMeIn

Our general executive severance program, generally set forth in the executives’ employment agreements, provide for severance benefits for LogMeIn’s named executive officers (other than Messrs. Battles and D’Angelo), subject to a release of claims, equal to 12 months’ base salary (paid as a lump sum on the First Payment Date, defined as the 60th day after the executive’s separation of service), and up to 12 months of Company-paid COBRA insurance coverage for medical, dental, and/or vision for the executive and his or her covered dependents in the event that their employment was terminated by LogMeIn either without “Cause” or by them for “Good Reason.”

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We also maintain an additional executive severance program in the event of a termination without “Cause” or resignation for “Good Reason” occurring within 24 months after a “Change in Control” subject to a release requirement. In the event either Mr. Wagner or Mr. Herdiech were to be terminated within 24 months of a “Change in Control” either without “Cause” or by him for “Good Reason,” Mr. Wagner or Mr. Herdiech would be entitled to receive a severance benefit equal to 24 months’ base salary and 24 months’ target cash incentive bonus amount (both paid as a lump sum on the First Payment Date), plus up to 18 months of Company-paid COBRA insurance coverage as described above, and acceleration of outstanding unvested equity that vests based solely on the passage of time. All other executives, if terminated within 24 months of a “Change in Control” either without “Cause” or by the executive for “Good Reason,” would be entitled to receive a severance benefit equal to 12 months’ base salary and 12 months’ target cash incentive bonus amount (both paid as a lump sum on the First Payment Date), plus up to 12 months of Company-paid COBRA insurance coverage as described above, and acceleration of outstanding unvested equity that is based solely on the passage of time.

In addition to the cash severance payments described above, the equity awards granted to all of our named executive officers include a “double trigger” vesting provision, which provides that, if the named executive officer’s employment is terminated (i) by us other than for “Cause,” death or disability or (ii) by the named executive officer for “Good Reason,” within 24 months following a Change in Control of LogMeIn, any remaining outstanding and unvested portion of their applicable equity award will immediately become vested in full. This “double trigger” vesting provision has been included in all Company RSU and Performance RSU awards granted to our named executive officers.

As used above:

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Continuing Employees

The Merger Agreement provides that from the effective time of the Merger until twelve months following the effective time, each employee of LogMeIn and any of its subsidiaries who, as of the closing of the Merger, continues to be employed with LogMeIn or any of its subsidiaries (a “Continuing Employee”) will receive base compensation or wages and target annual cash bonus that is not less favorable than immediately prior to the effective time of the Merger, and other compensation and benefits (excluding equity award compensation) that are substantially equivalent in aggregate economic value to other compensation and benefits provided to such Continuing Employee immediately prior to the effective time of the Merger. The Merger Agreement further provides that the Surviving Corporation will honor, in accordance with their terms, all of LogMeIn’s employment, severance, retention and termination plans, policies, programs, agreements and arrangement for a period of twelve months following the effective time (other than any amendment or modification required to comply with applicable law or as consented by the parties to the Merger Agreement). With respect to benefit plans maintained by Parent and its subsidiaries, including the Surviving Corporation, for purposes of determining a Continuing Employee’s eligibility to participate, level of vacation, paid time off and severance benefits, each Continuing Employee’s service with LogMeIn as reflected in LogMeIn records will be treated as service with Parent or any of its subsidiaries to the same extent and for the same purpose as such service was credited to such Continuing Employee under the analogous LogMeIn benefit plan as of the effective time of the Merger (except to the extent that such recognition would result in any duplication of benefits and excluding with respect to any defined benefit plans).

is presently expected to be in mid-2020. As a result, the actual amounts, if any, to be received by a named executive officer may differ in material respects from the amounts set forth below.

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Narrative Disclosure to Named Executive Officer Golden Parachute Compensation Table

For additional information relating to our named executive officers’ cash severance payments and the treatment of equity-based awards held by our named executive officers, see “The Merger—Interests of the Directors and Executive Officers of LogMeIn in the Merger” on page 71 of this proxy statement.

Insurance and Indemnification of Directors and Executive Officers

Under the Merger Agreement, beginning at the effective time of the Merger, Parent shall cause the Surviving Corporation to indemnify, defend and hold harmless, and shall advance expenses as incurred, to the fullest extent permitted under applicable law, the charter, by-laws or similar organizational documents of LogMeIn and any contract of LogMeIn or its subsidiaries, in each case as in effect as of the date of the Merger Agreement, each current and former director and officer of LogMeIn and its subsidiaries and each of their respective employees who serves as a fiduciary of a LogMeIn benefit plan (each, an “Indemnitee”), against any costs or expenses (including reasonable attorneys’ fees), judgments, settlements, fines, losses, claims, damages or liabilities incurred in connection with any proceeding or investigation, whether civil or criminal, administrative or investigative, whenever asserted, arising out of or pertaining to matters existing or occurring at or prior to the effective time, including in connection with the Merger Agreement or the Merger.

Under the Merger Agreement, Parent agrees that all rights to exculpation, indemnification or advancement of expenses arising from, relating to, or otherwise in respect of, acts or omissions occurring prior to the effective time of the Merger (including in connection with the Merger Agreement or the Merger) existing as of the effective time of the Merger in favor of an Indemnitee as provided in LogMeIn’s charter or bylaws or similar organizational documents in effect as of the date of the Merger Agreement shall survive the Merger and shall continue in full force and effect in accordance with their terms. For a period of no less than six years from the effective time of the Merger, Parent will cause the Surviving Corporation to maintain in effect the exculpation, indemnification and advancement of expenses provisions in favor of an Indemnitee as provided in (i) the applicable party’s certificate of incorporation and bylaws or similar organizational documents in effect as the date of the Merger Agreement and (ii) any contract of LogMeIn or its subsidiaries in effect as of the date of the Merger Agreement with any of their respective directors, officers or employees, and will not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the effective time of the Merger were current or former directors, officers or employees of LogMeIn or its subsidiaries; provided, however, that all rights to exculpation, indemnification and advancement of expenses in respect of any proceeding pending or asserted or any claim made within such period shall continue until the final disposition of such proceeding.

The Merger Agreement provides that, from and for six years after the effective time of the Merger, Parent and the Surviving Corporation will maintain for the benefit of those persons that are directors and officers of LogMeIn as of the date of the Merger Agreement and as of the closing date of the Merger an insurance and indemnification policy that provides coverage for events occurring prior to the effective time of the Merger, that is substantially equivalent to and in any event not less favorable in the aggregate than the existing policy of LogMeIn. However, if substantially equivalent insurance coverage is not available, the Surviving Corporation will maintain the best coverage available, provided, however, that Parent and the Surviving Corporation will not be required to pay an annual premium for the directors’ and officers’ insurance in excess of 350% of the last annual premium paid by LogMeIn prior to the date of the Merger Agreement. Parent may satisfy this requirement by purchasing a prepaid “tail” policy prior to the effective time of the Merger, which provides such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the effective time of the Merger, including in respect of the Merger Agreement and the transactions contemplated thereby.

In the event that either Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or Surviving Corporation or entity

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of such consolidation or Merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each case, Parent will cause proper provisions to be made so that the successor or assign will expressly assume the obligations set forth in the Merger Agreement.

Financing of the Merger

The FP Funds have committed to contribute or cause to be contributed to Parent at the closing of the Merger an aggregate amount in cash equal to $637,683,470.62, subject to the terms and conditions set forth in the FP ECL.

The Elliott Funds have committed to contribute or cause to be contributed to Parent at the closing of the Merger an aggregate amount in cash equal to $496,184,797.45 and 1,353,765 shares of LogMeIn common stock, subject to the terms and conditions set forth in the Elliott ECL.

Barclays Bank PLC (acting through any of its affiliates as it deems appropriate), Royal Bank of Canada, RBC Capital Markets, LLC, Deutsche Bank AG New York Branch, Jefferies Finance LLC and Mizuho Bank, Ltd, whom we refer to collectively as the Committed Lenders, have committed to provide the debt commitment amount, consisting of up to an aggregate $3.55 billion in debt financing (not all of which is expected to be drawn at the closing of the Merger), consisting of (i) senior secured first lien credit facilities comprised of (A) a $2.7 billion first lien term loan facility, and (B) a $250 million first lien revolving credit facility, and (ii) a $600 million senior secured second lien term loan facility, pursuant to the debt commitment letter dated as of December 17, 2019.

The Committed Lenders may invite other banks, financial institutions and institutional lenders to participate in the debt financing contemplated by the debt commitment letter (including by way of a note offering) and to undertake a portion of the commitments to provide such debt financing (together with the Committed Lenders, the “Lenders”).

The obligations of the Lenders to provide the debt commitment amount under the debt commitment letter are subject to a number of conditions, including the receipt of executed loan documentation, accuracy of certain specified representations and warranties, contribution of the equity contemplated by the equity commitment letters, completion of the designated marketing period and other customary closing conditions for financings of this type.

The proceeds of the debt financing will be used, among other things, (i) to finance, in part, the payment of the amounts payable under the Merger Agreement, including to repay existing indebtedness outstanding as of immediately prior to the closing of the Merger and the payment of related fees and expenses, (ii) to provide ongoing working capital and (iii) for capital expenditures and other general corporate purposes.

The Merger Agreement does not include any financing-related closing condition.

Limited Guarantee    

Pursuant to limited guarantees delivered by each of the FP Funds and the Elliott Funds (each a “Guarantor”) to the Company, each dated as of December 17, 2019 (the “Limited Guarantees”), the Guarantors have agreed to guarantee Parent’s obligation to pay any applicable termination fee, and Parent’s reimbursement, indemnification or payment obligations in connection with certain of the Company’s cooperation efforts for the debt financing, subject to an aggregate cap of  $303,300,000 for the FP Funds and the Elliott Funds, collectively.

Appraisal Rights

General

If the Merger is completed, holders of shares of LogMeIn common stock who do not vote in favor of the adoption of the Merger Agreement and who properly demand an appraisal of their shares and who otherwise

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comply with the requirements set forth in Section 262 of the DGCL will be entitled to appraisal rights in connection with the Merger. Strict compliance with the statutory procedures in Section 262 of the DGCL is required. Failure to timely and properly comply with such statutory requirements will result in the loss of your appraisal rights.

This section summarizes certain material provisions of the DGCL pertaining to appraisal rights. The following discussion, however, is not a full summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by reference to the full text of Section 262 of the DGCL, which is attached as Appendix B to this proxy statement and incorporated by reference herein. All references within Section 262 of the DGCL to “stockholder” are to the record holder of shares of LogMeIn common stock. The following discussion does not constitute any legal or other advice, nor does it constitute a recommendation as to whether or not a LogMeIn stockholder should exercise its right to seek appraisal under Section 262 of the DGCL.

Under the DGCL, if you hold one or more shares of LogMeIn common stock, do not vote in favor of the adoption of the Merger Agreement, continuously are the record holder of such shares through the effective time of the Merger and otherwise comply with the requirements set forth in Section 262 of the DGCL, you will be entitled to have your shares appraised by the Delaware Court of Chancery and to receive the “fair value” of such shares (as determined by the Delaware Court of Chancery, exclusive of any element of value arising from the accomplishment or expectation of the Merger or related transactions) in cash, together with interest, if any, to be paid upon the amount determined to be the fair value. It is possible that any such “fair value” as determined by the Delaware Court of Chancery may be more or less than, or the same as, the Merger Consideration which LogMeIn stockholders will be entitled to receive upon the consummation of the Merger pursuant to the Merger Agreement. These rights are known as appraisal rights.

Under Section 262 of the DGCL, not less than 20 days prior to the special meeting at which the adoption of the Merger Agreement will be submitted to the stockholders, LogMeIn must notify each stockholder who was a LogMeIn stockholder on the Record Date and who is entitled to exercise appraisal rights that appraisal rights are available and include in the notice a copy of Section 262 of the DGCL. This proxy statement constitutes the required notice, and a copy of Section 262 of the DGCL is attached as Appendix B to this proxy statement.

A HOLDER OF LOGMEIN COMMON STOCK WHO WISHES TO EXERCISE APPRAISAL RIGHTS OR WHO WISHES TO PRESERVE THE RIGHT TO DO SO SHOULD REVIEW THE FOLLOWING DISCUSSIONS AND APPENDIX B CAREFULLY. FAILURE TO COMPLY PRECISELY WITH THE PROCEDURES OF SECTION 262 OF THE DGCL IN A TIMELY AND PROPER MANNER WILL RESULT IN THE LOSS OF APPRAISAL RIGHTS. BECAUSE OF THE COMPLEXITY OF THE PROCEDURES FOR EXERCISING THE RIGHT TO SEEK APPRAISAL UNDER SECTION 262 OF THE DGCL, A HOLDER OF LOGMEIN COMMON STOCK WHO IS CONSIDERING WHETHER TO EXERCISE ITS APPRAISAL RIGHTS, IS ENCOURAGED TO CONSULT WITH ITS OWN LEGAL COUNSEL. ANY SHARES OF LOGMEIN COMMON STOCK HELD BY A LOGMEIN STOCKHOLDER WHO FAILS TO PERFECT, SUCCESSFULLY WITHDRAWS OR OTHERWISE LOSES HIS, HER OR ITS APPRAISAL RIGHTS WILL BE DEEMED TO HAVE BEEN CONVERTED AS OF THE EFFECTIVE TIME OF THE MERGER INTO THE RIGHT TO RECEIVE THE MERGER CONSIDERATION.

How to Exercise and Perfect Your Appraisal Rights

If you are a LogMeIn stockholder and wish to exercise the right to seek an appraisal of your shares of LogMeIn common stock, you must comply with ALL of the following:

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Filing a Written Demand

Neither voting against the Merger Proposal, nor abstaining from voting or failing to vote on the Merger Proposal, will in and of itself constitute a written demand for appraisal satisfying the requirements of Section 262 of the DGCL. Any holder of shares of LogMeIn common stock wishing to exercise appraisal rights must deliver to LogMeIn, before the taking of the vote on the Merger Proposal at the special meeting, a written demand for the appraisal of the stockholder’s shares. A stockholder’s failure to deliver the written demand prior to the taking of the vote on the Merger Proposal at the special meeting will constitute a waiver of appraisal rights. The written demand for appraisal must be in addition to and separate from any proxy or vote on the Merger Proposal.

A demand for appraisal must be executed by or on behalf of the stockholder of record. Only a holder of record may demand appraisal rights for the shares of LogMeIn common stock registered in that holder’s name. Such demand will be sufficient if it reasonably informs LogMeIn of the identity of the stockholder and that the stockholder intends to demand appraisal of the “fair value” of his, her or its shares of LogMeIn common stock. Beneficial owners who do not also hold their shares of LogMeIn common stock of record may not directly make appraisal demands to LogMeIn. The beneficial owner must, in such case, arrange for the holder of record, such as a bank, broker or nominee, to timely submit the required demand in respect of those shares of LogMeIn common stock. A holder of record, such as a bank, broker or nominee, who holds shares of LogMeIn common stock as a nominee or intermediary for others, may exercise appraisal rights with respect to the shares of LogMeIn common stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. The written demand should state the number of shares of LogMeIn common stock as to which appraisal is sought. Where no number of shares of LogMeIn common stock is expressly mentioned, the demand will be presumed to cover all shares of LogMeIn common stock held in the name of the holder of record.

IF YOU HOLD YOUR SHARES OF LOGMEIN COMMON STOCK IN BANK OR BROKERAGE ACCOUNTS OR OTHER NOMINEE FORMS, AND YOU WISH TO EXERCISE APPRAISAL RIGHTS, YOU SHOULD CONSULT WITH YOUR BANK, BROKER OR NOMINEE TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKERAGE FIRM OR NOMINEE TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. IF YOU HAVE A BENEFICIAL INTEREST IN SHARES OF LOGMEIN COMMON STOCK HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A NOMINEE OR INTERMEDIARY, YOU MUST ACT PROMPTLY TO CAUSE THE HOLDER OF RECORD TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO DEMAND YOUR APPRAISAL RIGHTS. IF YOU HOLD YOUR SHARES OF LOGMEIN COMMON STOCK THROUGH A BANK OR BROKERAGE WHO IN TURN HOLDS THE SHARES THROUGH A CENTRAL SECURITIES DEPOSITORY NOMINEE, SUCH AS THE DEPOSITORY TRUST COMPANY, A DEMAND FOR APPRAISAL OF SUCH SHARES MUST BE MADE BY OR ON BEHALF OF THE DEPOSITORY NOMINEE AND MUST IDENTIFY THE DEPOSITORY NOMINEE AS THE HOLDER OF RECORD.

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If your shares of LogMeIn common stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of the demand for appraisal should be made in that capacity, and if your shares are owned of record jointly with one or more other persons, as in a joint tenancy or tenancy in common, the demand for appraisal should be executed by or for you and all other joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the holder or holders of record and expressly disclose the fact that, in exercising the demand, such person is acting as agent for the holder or holders of record. Stockholders who hold their shares of LogMeIn common stock in brokerage accounts or other nominee forms and who wish to exercise appraisal rights are urged to consult with their brokers or other nominees to determine the appropriate procedures for the making of a demand for appraisal by such a nominee.

If you elect to exercise appraisal rights under Section 262 of the DGCL, you should mail or deliver a written demand to:

LogMeIn, Inc.

320 Summer Street

Boston, MA 02210

Attention: Corporate Secretary

At any time within 60 days after the effective time of the Merger, any LogMeIn stockholder that made a demand for appraisal but has not commenced an appraisal proceeding or joined in such a proceeding as a named party will have the right to withdraw the demand and to accept the Merger Consideration in accordance with the Merger Agreement for his, her or its shares of LogMeIn common stock by delivering to the Surviving Corporation a written withdrawal of the demand for appraisal, but after such 60 day period a demand for appraisal may be withdrawn only with the written approval of the Surviving Corporation.

Notice by the Surviving Corporation. Within ten days after the effective time of the Merger, LogMeIn, as the Surviving Corporation, must notify each holder of LogMeIn common stock who has made a written demand for appraisal pursuant to Section 262 of the DGCL and has not voted in favor of the Merger Proposal of the date that the Merger has become effective.

Filing a Petition for Appraisal with the Delaware Court of Chancery. Within 120 days after the effective time of the Merger, but not later, either you, provided you have complied with the requirements of Section 262 of the DGCL and are otherwise entitled to appraisal rights, or the Surviving Corporation may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by you, demanding an appraisal of the value of the shares of LogMeIn common stock held by all stockholders who have properly demanded appraisal. None of Parent, Merger Sub or LogMeIn, as the Surviving Corporation is under any obligation to file an appraisal petition or has any intention to do so. If you desire to have your shares of LogMeIn common stock appraised, you should initiate any petitions necessary for properly demanding your appraisal rights within the time periods and in the manner prescribed in Section 262 of the DGCL. The failure of a holder of LogMeIn common stock to file such a petition within the time periods specified in Section 262 could nullify the stockholder’s previous written demand for appraisal.

Within 120 days after the effective time of the Merger, provided you have complied with the provisions of Section 262 of the DGCL, you will be entitled to receive from the Surviving Corporation, upon written request, a statement setting forth the aggregate number of shares of LogMeIn common stock not voted in favor of the Merger Proposal and with respect to which LogMeIn has received demands for appraisal, and the aggregate number of holders of those shares. The Surviving Corporation must mail this statement to you within the later of (i) ten days after receipt by the Surviving Corporation of the request therefor or (ii) ten days after expiration of the period for delivery of demands for appraisal. If you are the beneficial owner of shares of LogMeIn common stock held in a voting trust or by a nominee on your behalf you may, in your own name, file an appraisal petition or request from the Surviving Corporation the statement described in this paragraph.

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If a petition for appraisal is not timely filed or if you deliver to the Surviving Corporation a written withdrawal of your demand for an appraisal and an acceptance of the Merger, either within 60 days after the effective time of the Merger or thereafter with the written approval of the Surviving Corporation, then the right to appraisal will cease.

If a petition for appraisal is duly filed by you or another holder of record of LogMeIn common stock who has properly exercised his, her or its appraisal rights in accordance with the provisions of Section 262 of the DGCL, and a copy of the petition is delivered to the Surviving Corporation, the Surviving Corporation will be obligated, within 20 days after receiving service of a copy of the petition, to file with the Delaware Court of Chancery a duly verified list containing the names and addresses of all holders who have demanded an appraisal of their shares of LogMeIn common stock and with whom agreements as to the value of their shares of LogMeIn common stock have not been reached by the Surviving Corporation. After notice of the time and place fixed for the hearing of such petition by registered or certified mail to the Surviving Corporation and to the stockholders shown on the list at the addresses therein stated as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine which LogMeIn stockholders have complied with Section 262 of the DGCL and have become entitled to appraisal rights and may require the LogMeIn stockholders demanding appraisal who hold certificated shares of LogMeIn common stock to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and the Delaware Court of Chancery may dismiss the proceedings as to any LogMeIn stockholder who fails to comply with this direction. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Delaware Court of Chancery deems advisable. The forms of the notices by mail and by publication shall be approved by the Delaware Court of Chancery, and the costs thereof shall be borne by the Surviving Corporation. In addition, the Delaware Court of Chancery will dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (i) the total number of shares of LogMeIn common stock entitled to appraisal exceeds 1% of the outstanding shares of LogMeIn common stock, or (ii) the value of the consideration provided in the Merger for such total number of shares of LogMeIn common stock exceeds $1.0 million.

The appraisal proceeding will be conducted as to the shares of LogMeIn common stock owned by such stockholders, in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through the appraisal proceeding, the Delaware Court of Chancery will determine the fair value of the shares of LogMeIn common stock held by all LogMeIn stockholders who have properly demanded their appraisal rights, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, and except as otherwise provided in Section 262 of the DGCL, interest from the effective time of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time of the Merger and the date of payment of the judgment. Upon application by the Surviving Corporation or by any stockholder entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the list filed by the Surviving Corporation and who has submitted such stockholder’s certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal. At any time before the entry of judgment in the proceedings, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time. When the value is determined, the Delaware Court of Chancery will direct the payment of such value, with interest thereon, if any, to the LogMeIn stockholders entitled to receive the same, forthwith in the case of uncertificated stockholders or upon surrender by certificated stockholders to the Surviving Corporation of their stock certificates.

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In determining the fair value, the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other factors which were known or which could be ascertained as of the date of the Merger which throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 of the DGCL to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.” An opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a Merger is not an opinion as to fair value under Section 262 of the DGCL. The fair value of shares of LogMeIn common stock as determined under Section 262 of the DGCL could be greater than, the same as or less than the Merger Consideration. Neither Parent nor LogMeIn, as the Surviving Corporation, anticipates offering more than the Merger Consideration to any LogMeIn stockholder exercising appraisal rights and reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of a share of LogMeIn common stock is less than the Merger Consideration. No representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery.

If no party files a petition for appraisal within 120 days after the effective time of the Merger, you will lose the right to an appraisal and will instead receive the Merger Consideration in accordance with the Merger Agreement, without interest thereon, less any withholding taxes.

The Delaware Court of Chancery may determine the costs of the appraisal proceeding (which do not include attorneys’ fees or the fees and expenses of experts) and may tax those costs upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all shares of LogMeIn common stock entitled to appraisal. In the absence of such an order, each party to the appraisal proceeding bears its own expenses.

If you have duly demanded an appraisal in compliance with Section 262 of the DGCL you will not, from and after the effective time of the Merger, be entitled to vote the shares of LogMeIn common stock subject to the demand for any purpose or receive any dividends or other distributions on those shares, except dividends or other distributions payable to holders of record of LogMeIn common stock as of a record date prior to the effective time of the Merger.

If you have not commenced an appraisal proceeding or joined such a proceeding as a named party you may withdraw a demand for appraisal and accept the Merger Consideration by delivering a written withdrawal of the demand for appraisal and an acceptance of the consideration payable in the Merger to the Surviving Corporation, except that any attempt to withdraw made more than 60 days after the effective time of the Merger will require written approval of the Surviving Corporation, and no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery. Such approval may be conditioned on the terms the Delaware Court of Chancery deems just; provided, however, that this provision will not affect the right of any LogMeIn stockholder that has made an appraisal demand but who has not commenced an appraisal proceeding or joined such proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered in the Merger within 60 days after the

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effective time of the Merger. If you fail to properly demand or successfully withdraw your demand for appraisal, or otherwise lose your appraisal rights, your shares of LogMeIn common stock will be deemed to have been converted as of the effective time of the Merger into the right to receive the Merger Consideration, without interest thereon, less any withholding taxes.

Failure to follow the steps required by Section 262 of the DGCL for properly demanding appraisal rights may result in the loss of your appraisal rights. In that event, you will be entitled to receive the Merger Consideration for your shares of LogMeIn common stock in accordance with the Merger Agreement.

THE PROCESS OF DEMANDING AND EXERCISING APPRAISAL RIGHTS REQUIRES STRICT COMPLIANCE WITH THE TECHNICAL PREREQUISITES OF SECTION 262 OF THE DGCL. IF YOU WISH TO EXERCISE YOUR APPRAISAL RIGHTS, YOU SHOULD CONSULT WITH YOUR OWN LEGAL COUNSEL. TO THE EXTENT THERE ARE ANY INCONSISTENCIES BETWEEN THE FOREGOING SUMMARY AND SECTION 262 OF THE DGCL, THE DGCL WILL GOVERN.

Accounting Treatment

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of the material U.S. federal income tax consequences of the Merger to U.S. holders and non-U.S. holders (each as defined below) of LogMeIn common stock who receive cash in exchange for shares of LogMeIn common stock pursuant to the Merger. This discussion is for general informational purposes only and does not purport to be a complete analysis of all potential tax consequences of the Merger. The tax consequences of the Merger under U.S. federal tax laws other than those pertaining to income tax, such as estate and gift tax laws, and any applicable state, local and non-U.S. tax laws are not discussed. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder, judicial decisions and published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”), in each case in effect as of the date of this proxy statement. These authorities may change or be subject to differing interpretations, and any such change or differing interpretation may be applied retroactively in a manner that could affect the accuracy of the statements and conclusions set forth in this summary. The U.S. federal income tax laws are complex and subject to varying interpretation. We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the Merger.

This discussion is limited to holders of shares of LogMeIn common stock who hold such shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences that may be relevant to a holder in light of such holder’s particular circumstances. In addition, this discussion does not address the U.S. federal income tax consequences to holders subject to special rules under the U.S. federal income tax laws, including, without limitation:

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This discussion also does not address the U.S. federal income tax consequences to holders of shares of LogMeIn common stock who exercise appraisal rights in connection with the Merger under the DGCL.

If an entity or arrangement classified as a partnership for U.S. federal income tax purposes holds shares of LogMeIn common stock, the tax treatment of a partner in such partnership will generally depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding LogMeIn common stock and partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences of the Merger to them.

THIS DISCUSSION IS FOR INFORMATION PURPOSES ONLY AND IS NOT TAX OR LEGAL ADVICE. HOLDERS OF LOGMEIN COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS ANY TAX CONSEQUENCES OF THE MERGER ARISING UNDER THE U.S. FEDERAL TAX LAWS OTHER THAN THOSE PERTAINING TO INCOME TAX, INCLUDING ESTATE OR GIFT TAX LAWS, OR UNDER ANY STATE, LOCAL OR NON-U.S. TAX LAWS OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Tax Consequences to U.S. Holders

Definition of a U.S. Holder

For purposes of this discussion, a “U.S. holder” is any beneficial owner of shares of LogMeIn common stock that, for U.S. federal income tax purposes, is or is treated as:

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Effect of the Merger

The receipt of cash by a U.S. holder in exchange for shares of LogMeIn common stock in the Merger will generally be a taxable transaction for U.S. federal income tax purposes. The amount of any taxable gain or loss realized by a U.S. holder who receives cash for shares of LogMeIn common stock in the Merger will generally equal the difference, if any, between the amount of cash received for such shares (determined before the deduction of any applicable withholding taxes) and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis in a share will generally be equal to the amount the U.S. holder paid for such share. The amount and character of such gain or loss and the holding period of shares will be determined separately for each block of shares of LogMeIn common stock (that is, shares acquired at the same cost in a single transaction) exchanged for cash in the Merger. Any gain or loss realized by a U.S. holder upon the receipt of cash in exchange for a share of LogMeIn common stock in the Merger will generally be capital gain or loss, and will be long-term capital gain or loss if the U.S. holder has held such share for more than one year at the effective time of Merger. Otherwise, such gain or loss will be short-term capital gain or loss which is subject to U.S. federal income tax at the same rates as ordinary income. Long-term capital gains recognized by certain non-corporate U.S. holders, including individuals, are generally taxable at a reduced rate. The deductibility of capital losses is subject to limitations.

A surtax of up to 3.8% may apply to so-called “net investment income” of certain U.S. citizens or residents, and to undistributed “net investment income” of certain estates and trusts. Net investment income includes any gain recognized on the receipt of cash in exchange for shares of LogMeIn common stock pursuant to the Merger. Holders should consult their own tax advisors regarding the applicability of the tax on gain recognized pursuant to the Merger.

Information Reporting and Backup Withholding

Payments made to a U.S. holder in exchange for shares of LogMeIn common stock pursuant to the Merger may be subject to information reporting to the IRS and backup withholding (currently at a rate of 24%). To avoid backup withholding on such payments, U.S. holders that do not otherwise establish an exemption should complete and return to the paying agent a properly executed IRS Form W-9 included in the letter of transmittal certifying that such holder is a U.S. person, that the taxpayer identification number provided is correct and that such holder is not subject to backup withholding. Certain holders (including corporations) are not subject to backup withholding or information reporting rules.

Backup withholding is not an additional tax. Any amounts withheld from cash payments to a U.S. holder pursuant to the Merger under the backup withholding rules may be allowed as a refund or a credit against such U.S. holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS. U.S. holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Tax Consequences to Non-U.S. Holders

Definition of a Non-U.S. Holder

For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of shares of LogMeIn common stock that is neither a U.S. holder nor an entity or arrangement classified as a partnership for U.S. federal income tax purposes.

Effect of the Merger

A non-U.S. holder will generally not be subject to U.S. federal income tax on any gain realized on the receipt of cash in exchange for shares of LogMeIn common stock in the Merger unless:

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Gain described in the first bullet point above will generally be subject to U.S. federal income tax on a net income basis at the regular graduated U.S. federal income tax rates in the same manner as if such non-U.S. holder were a U.S. holder. A non-U.S. holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate as may be specified under an applicable income tax treaty) on after-tax profits effectively connected with a U.S. trade or business to the extent that such after-tax profits are not reinvested and maintained in the business.

Gain described in the second bullet point above will generally be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be specified under an applicable income tax treaty), which may be offset by U.S.-source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, the determination of whether LogMeIn is a USRPHC depends on the fair market value of its United States real property interests relative to the fair market value of its other trade or business assets and its United States and foreign real property interests. LogMeIn believes that it has not been a USRPHC for U.S. federal income tax purposes during the five-year period preceding the Merger.

Non-U.S. holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Payments made to non-U.S. holders in the Merger may be subject to information reporting to the IRS and backup withholding (currently at a rate of 24%). Non-U.S. holders generally can avoid information reporting and backup withholding by providing the paying agent with an applicable and properly executed IRS Form W-8BEN, W-8BEN-E or W-8ECI (or successor form), as the case may be, certifying under penalties of perjury the holder’s non-U.S. status (and the payor or applicable withholding agent does not have actual knowledge or reason to know that the holder is a U.S. person as defined under the Code) or by otherwise establishing an exemption. Copies of information returns that are filed with the IRS may be made available under an applicable tax treaty or information exchange agreement to the tax authorities of the country in which the non-U.S. holder resides or is established. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

The discussion above of U.S. federal income tax consequences is not intended to constitute a complete description of all tax consequences relating to the Merger. This summary is for general information purposes only and is not tax or legal advice. Because individual circumstances may differ, each holder should consult their own tax advisor regarding the applicability of the rules discussed above to the holder and the particular tax effects to the holder of the Merger in light of such holder’s particular

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circumstances, including the tax consequences arising under the U.S. federal estate or gift tax rules, or through the application of any state, local or foreign tax laws.

Regulatory Approvals Required for the Merger

General

LogMeIn and Parent have agreed to use their reasonable best efforts to comply with all regulatory notification requirements and obtain all regulatory approvals required to consummate and make effective the Merger and the other transactions contemplated by the Merger Agreement. These approvals include the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and clearance of the Merger having been granted by relevant antitrust authorities in Germany and Austria. Parent has agreed to use its best efforts to resolve, avoid or eliminate each and every impediment under any applicable competition law. In addition, consummation of the Merger and the other transactions contemplated by the Merger Agreement require prior approval from the Federal Communications Commission (“FCC”) and certain state public utility commissions (“PUCs”). Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the Merger, including the requirement to divest assets, or require changes to the terms of the Merger Agreement.

Antitrust Laws

Under the HSR Act and the rules promulgated thereunder by the Federal Trade Commission (the “FTC”), the Merger cannot be completed until LogMeIn and Parent each file a notification and report form with the FTC and the Antitrust Division of the U.S. Department of Justice (the “DOJ”) under the HSR Act and the applicable waiting period thereunder has expired or been terminated. On January 7, 2020, the Federal Trade Commission (the “FTC”) granted early termination of the waiting period under the HSR Act.

At any time before or after consummation of the Merger, notwithstanding the expiration or termination of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, and notwithstanding the expiration or termination of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

Under the German Act Against Restraints of Competition (“ARC”), the merger cannot be consummated unless the parties have filed a notification with the German Federal Cartel Office (“FCO”) and the merger has been cleared or the applicable waiting period has expired. The initial waiting period is one month. This period may be shortened if the FCO informs the notifying parties that it has no concerns with regard to the transaction. The applicable waiting period, unless extended by the antitrust authorities, will expire at 24:00 (CET) on February 13, 2020.

If the FCO believes that the transaction would violate the ARC by significantly impeding effective competition in any of the product markets affected by the transaction in Germany, it may initiate second phase proceedings that would result either in a prohibition or clearance of the Merger within four months after filing. The four-month-period is suspended if the FCO has to again request information from a party involved in the Merger, because the party has failed, for reasons for which the undertaking is responsible, to comply with a prior request for information in full or in a timely manner. The suspension ends as soon as the party has submitted all

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the information requested to the FCO. The four-month-period is extended by one month if, for the first time during the proceedings, a notifying party proposes to the FCO conditions and obligations to remove competitive concerns. Further, the notifying parties can consent to an extension of the four-month-period.

Under the Austrian Cartel Act, the Merger cannot be consummated unless the parties have filed a notification with the Federal Competition Authority (“FCA”), and the Merger has been cleared or the applicable waiting period has expired. The initial waiting period is four weeks. On January 16, 2020, the parties filed the required notification with the FCA. The applicable waiting period, unless extended by the antitrust authorities, will expire at 24:00 (CET) on February 13, 2020.

Within the initial waiting period, either the FCA or the Cartel Court (together, the “statutory parties”) may initiate second phase proceedings for an in-depth review of the Merger before the Cartel Court that would result either in a prohibition or clearance of the Merger within six months after filing. This period can be extended by one month upon request by the notifying party.

Communications Regulatory Approvals

Under the Communications Act of 1934, and as a condition to, and before the completion of, the transactions contemplated by the Merger Agreement, the FCC must approve the transfer of control of authorizations held by certain LogMeIn subsidiaries to Parent. In connection with such approval, the FCC must determine whether Parent is qualified to control the FCC authorizations and whether such transfer of control is consistent with the Communications Act and FCC rules and would serve the public interest, convenience and necessity.

In addition, the transactions contemplated by the Merger Agreement require the approval of certain state public utility commissions or similar state authorities that have jurisdiction over authorizations to provide telecommunications services held by Grasshopper Group, LLC, Jive Communications, Inc., GetGo Communications LLC, and GetGo Communications Virginia LLC. As a general matter, those state commissions, consistent with their states’ laws, must determine whether Parent is qualified to control the state authorizations and whether the transfer of control of such authorizations is consistent with the public interest, convenience and necessity. Some state commissions may also require approval of certain elements of the security arrangements for debt financing associated with the transaction.

LogMeIn and Parent each have agreed to use reasonable best efforts to (i) obtain consent of the FCC, and (ii) obtain all approvals, authorizations, or consents from, and submit all notices to, the state commissions having jurisdiction over the transactions contemplated by the Merger Agreement.

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THE MERGER AGREEMENT

The following summary describes certain material provisions of the Merger Agreement. This summary is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Appendix A and incorporated into this proxy statement by reference. We encourage you to read the Merger Agreement carefully and in its entirety because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

Explanatory Note Regarding the Merger Agreement and the Summary of the Merger Agreement

The Merger Agreement and the summary of terms included in this proxy statement have been prepared to provide you with information regarding the terms of the Merger Agreement. Factual disclosures about LogMeIn contained in this proxy statement or in LogMeIn’s public filings with the SEC, as described in “Where You Can Find More Information” on page 124 of this proxy statement, may supplement, update or modify the factual disclosures about LogMeIn contained in the Merger Agreement and described in this summary. The representations, warranties and covenants contained in the Merger Agreement have been made solely for the purposes of the Merger Agreement and as of specific dates and solely for the benefit of parties to the Merger Agreement, and:

Stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of LogMeIn, Parent or Merger Sub or any of their respective affiliates or businesses. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of the Company, Parent and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letter to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the Merger Agreement and subsequent developments or new information qualifying a representation or warranty may not have been included in this proxy statement. Accordingly, the representations, warranties, covenants and other provisions of the Merger Agreement or any description of such provisions should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement, as well as the disclosures in LogMeIn’s periodic and current reports, proxy statements and other documents filed with the SEC. See “Where You Can Find More Information” on page 124 of this proxy statement.

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Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, and in accordance with the DGCL, at the effective time of the Merger, Merger Sub will be merged with and into LogMeIn, with LogMeIn continuing as the Surviving Corporation and as a wholly-owned subsidiary of Parent from and after the effective time of the Merger.

The board of directors of the Surviving Corporation immediately after the effective time of the Merger will consist of the directors of Merger Sub, or such other persons designated by Parent, as of immediately prior to the effective time of the Merger, each to hold office until their respective successors shall have been duly elected, designated or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the bylaws of the Surviving Corporation. The officers of LogMeIn immediately prior to the effective time of the Merger will be the officers of the Surviving Corporation immediately following the effective time of the Merger, each to hold office until their respective successors have been duly elected, designated or qualified, or until their earlier death, resignation or removal, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. At the effective time of the Merger, without any further action on the part of LogMeIn or any other person, the certificate of incorporation of LogMeIn will be amended and restated to read as set forth in Exhibit A to the Merger Agreement, and as so amended and restated will be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law and the applicable provisions of such certificate (subject to Parent’s and the Surviving Corporation’s obligations described in “The Merger—Interests of the Directors and Executive Officers of LogMeIn in the Merger—Insurance and Indemnification of Directors and Executive Officers” on page 77 of this proxy statement). In addition, LogMeIn and the Surviving Corporation will take all necessary action such that, at the effective time of the Merger, the bylaws of LogMeIn will be amended and restated to read as set forth in Exhibit B to the Merger Agreement until amended in accordance with the applicable provisions of such bylaws or applicable law.

Closing and Effective Time of the Merger; Marketing Period

Unless another date is agreed by the parties, the closing of the Merger will take place at 8:00 a.m., local time, on the third business day following the satisfaction or waiver of the conditions to closing set forth in the Merger Agreement (described in “—Conditions to the Closing of the Merger” on page 111 of this proxy statement) (other than those conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the fulfillment or waiver of those conditions at such closing). However, if the marketing period (as summarized below) has not ended at the time of the satisfaction or waiver of such closing conditions, the closing of the Merger will occur on the earlier of (i) a date during the marketing period specified by Parent in its sole discretion on no fewer than three business days’ notice to LogMeIn and (ii) the third business day following the end of the marketing period, subject in each case to the satisfaction or waiver of all conditions to closing as of such date.

Concurrently with the closing of the Merger, or on a different date as the parties may agree, the parties will cause a certificate of merger to be executed and filed with the Secretary of State of the State of Delaware as provided under the DGCL. The Merger will become effective upon the filing of the certificate of merger, or at such later time as is agreed by the parties to the Merger Agreement and specified in the certificate of merger.

The “marketing period” refers generally to an initial period of 15 consecutive business days referred to as the “bank marketing period,” which initial period may, in certain circumstances, be followed by an additional period of 15 consecutive business days referred to as the “bond marketing period.” The “bank marketing period” refers generally (subject to certain exceptions described in the Merger Agreement) to an initial period of 15 consecutive business days beginning on the first day after the date on which LogMeIn shall have delivered to Parent certain financial information, which information we refer to as the “bank financing information;” provided that the last day of such 15 consecutive business day period shall occur no later than the Initial Outside Date (as described below) or the Extended Outside Date (as defined below), as applicable; provided, further, that if

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LogMeIn shall in good faith believe that the bank marketing period has commenced and that it has provided the required bank financing information, LogMeIn may deliver to Parent a written notice to that effect (stating when it believes it completed such delivery), in which case LogMeIn shall be deemed to have complied with its delivery requirement unless Parent in good faith reasonably believes that either the bank marketing period has not commenced or that LogMeIn has not completed the delivery of the financial information, and, within five business days after the delivery of such notice by LogMeIn, Parent delivers a written notice to LogMeIn to that effect (stating, if applicable, with specificity which financial information LogMeIn has not delivered); provided, that the bank marketing period shall end on any earlier date that is the date on which the debt financing is consummated or funded into escrow. Notwithstanding anything to the contrary herein, the bank marketing period will not commence and will not be deemed to have commenced if, at any time on or prior to the completion of such fifteen consecutive business day period, LogMeIn has announced any intention to restate any financial statements or information included in the required financial information or that any such restatement is under consideration, in which case the bank marketing period will be deemed not to commence unless and until such restatement has been completed and the applicable information has been amended or LogMeIn has announced that it has concluded that no restatement will be required, and the requirements described in the immediately preceding sentence would be satisfied on the first business day, throughout and on the last business day of such new consecutive fifteen business day period.

The “bond marketing period” refers generally (subject to certain exceptions described in the Merger Agreement) to a subsequent period of 15 consecutive business days described below that will begin only if the bank marketing period shall have ended and prior to the completion of the bank marketing period, Parent’s lenders have delivered a notice to Parent (the “notes flex notice”) requiring Parent to engage in a note offering as part of its efforts to arrange the debt financing in accordance with the debt commitment letter. If Parent has received a notes flex notice, the bond marketing period will begin on the first day after the completion of the bank marketing period on which LogMeIn shall have delivered to Parent certain financial information, which information we refer to as the “bond financing information;” provided that the last day of such 15 consecutive business day period shall occur no later than the Initial Outside Date (as described below) or the Extended Outside Date (as defined below), as applicable; provided, further, that if LogMeIn shall in good faith believe that the bond marketing period has commenced and that it has provided the required bond financing information, LogMeIn may deliver to Parent a written notice to that effect (stating when it believes it completed such delivery), in which case LogMeIn shall be deemed to have complied with its delivery requirement unless Parent in good faith reasonably believes that either the bond marketing period has not commenced or that LogMeIn has not completed the delivery of the financial information, and, within five business days after the delivery of such notice by LogMeIn, Parent delivers a written notice to LogMeIn to that effect (stating, if applicable, with specificity which financial information LogMeIn has not delivered); provided, that the bond marketing period shall end on any earlier date that is the date on which the debt financing is consummated or funded into escrow. Notwithstanding anything to the contrary herein, the bond marketing period will not commence and will not be deemed to have commenced if, at any time on or prior to the completion of such fifteen consecutive business day period, the bond financing information does not remain compliant as set forth in the Merger Agreement.

Merger Consideration

Common Stock

At the effective time of the Merger, each share of LogMeIn common stock issued and outstanding immediately prior to the effective time of the Merger (other than (i) shares held by LogMeIn as treasury stock or held by Parent or Merger Sub or any wholly-owned subsidiary of LogMeIn, Parent or Merger Sub and (ii) Dissenting Shares (as described below)) will be converted automatically into the right to receive $86.05 per share, without interest and less any applicable withholding taxes (the “Merger Consideration”). All shares of LogMeIn common stock converted into the right to receive the Merger Consideration will automatically be cancelled at the effective time of the Merger and will thereafter represent only the right to receive the Merger Consideration.

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Outstanding Equity Awards and Other Awards

The Merger Agreement provides for the following treatment with respect to equity awards relating to LogMeIn common stock:

Stock Options

At the effective time of the Merger, each Company Option, whether vested or unvested, that is outstanding immediately prior to the effective time of the Merger, shall automatically and without any required action on the part of the holder or LogMeIn be cancelled and be converted into the right to receive (without interest) an amount in cash equal to the product of (x) the total number of shares of LogMeIn common stock underlying the Company Option multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price of such Company Option; provided that any such Company Option with respect to which the exercise price subject thereto is equal to or greater than the Merger Consideration shall be canceled for no consideration.

Restricted Stock Units

Each outstanding Company RSU (x) that is subject solely to service-based vesting conditions and has no performance conditions to earn the LogMeIn common stock covered thereby and is outstanding at the effective time of the Merger, shall, whether vested or unvested, automatically and without any required action on the part of the holder thereof, be cancelled and shall entitle the holder thereof to receive an amount in cash equal to the Merger Consideration with respect to each share of LogMeIn common stock subject to such Company RSU, which amount shall be paid subject to satisfaction of the same vesting and settlement schedule and other conditions applicable to the Company RSU immediately prior to the effective time of the Merger; and (y) that is a Performance RSU and is outstanding immediately at the effective time of the Merger shall become earned (meaning eligible to vest upon satisfaction of service-based vesting conditions) (i) with respect to Performance RSUs that are subject to market-based vesting conditions, as to the number of shares of LogMeIn common stock subject to such award that would be earned based on LogMeIn’s actual level of achievement as of the effective time of the Merger, based on the price per share of the Merger Consideration, and (ii) with respect to Performance RSUs that are subject to revenue-based vesting conditions, as to the number of shares of LogMeIn common stock subject to such award that would be earned based on target level achievement and, in each case, after giving effect to such achievement, without any required action on the part of the holder thereof, be cancelled and shall entitle the holder thereof to receive the Merger Consideration with respect to each earned share of LogMeIn common stock subject to such Performance RSU, which amount shall be paid subject to satisfaction of the service-based vesting conditions, if any, and settlement schedule and other terms and conditions applicable to the Performance RSU immediately prior to the effective time of the Merger, including any double-trigger vesting accelerations.

Termination of LogMeIn Equity Plans

As of the effective time of the Merger, LogMeIn’s Amended and Restated 2009 Stock Incentive Plan will be terminated and no further shares of LogMeIn common stock, company options, restricted stock units, equity interests or other rights with respect to shares of LogMeIn common stock shall be granted thereunder. In addition, LogMeIn has agreed to take all action as may be required to provide that (i) the 2019 Employee Stock Purchase Plan (the “ESPP”) shall terminate immediately upon the Purchase Date (as defined in the ESPP) of the current Offering Period (as defined in the ESPP), (ii) no new Offering Periods shall commence following the date of the Merger Agreement, and (iii) to the extent permitted pursuant to the terms of the ESPP, no individual currently participating in the ESPP may (x) increase the percentage of his or her Compensation (as defined in the ESPP) that such participant has subscribed for deduction with respect to the ESPP as of the date of the Merger Agreement, or (y) provide any contributions for ESPP purchases other than pursuant to previously selected Compensation deductions. Following the Purchase Date of the current Offering Period, there shall no longer remain any outstanding rights to purchase shares of LogMeIn common stock under the ESPP.

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Dissenting Shares

Any shares of LogMeIn common stock held by stockholders who are entitled to and have properly demanded appraisal rights for such shares in accordance with, and who comply in all respects with, Section 262 of the DGCL will not be converted into the right to receive the Merger Consideration. At the effective time of the Merger all such Dissenting Shares will no longer be outstanding and will automatically be cancelled and cease to exist, and the holders of such Dissenting Shares will cease to have any rights with respect thereto, except the rights granted to them under Section 262 of the DGCL. If any such stockholder fails to perfect or otherwise waives, withdraws or loses such stockholder’s right to appraisal under the DGCL or other applicable law, then the right of such holder to be paid the fair value of such Dissenting Shares will cease, and the Dissenting Shares will be deemed to have been converted, as of the effective time of the Merger, into the right to receive the Merger Consideration, without interest and less any applicable withholding taxes.

Exchange and Payment Procedures

At or prior to the effective time of the Merger, Parent will designate a reputable bank or trust company reasonably acceptable to LogMeIn, which institution we refer to as the paying agent, to make payments of the Merger Consideration to stockholders. Substantially currently with the effective time of the Merger, Parent will deposit or cause to be deposited with the paying agent the aggregate Merger Consideration to which the holders of LogMeIn common stock are entitled at the effective time of the Merger pursuant to the Merger Agreement.

As soon as practicable (but no later than the third business day) after the effective time of the Merger, the Surviving Corporation will cause the paying agent to mail to each person that was, immediately prior to the effective time of the Merger, a holder of record of LogMeIn common stock represented by a stock certificate, which shares were converted into the right to receive the Merger Consideration, a letter of transmittal together with instructions for effecting the surrender of the certificates in exchange for payment of the Merger Consideration. Upon receipt of (i) in the case of shares of LogMeIn common stock represented by a stock certificate, a surrendered certificate or certificates (or affidavit of loss) in respect of such shares together with the signed letter of transmittal, or (ii) in the case of shares of LogMeIn common stock held in book-entry form (other than shares held through The Depository Trust Company) the receipt of the signed letter of transmittal, the holder of such shares will be entitled to receive the Merger Consideration in exchange therefor and such certificates or book-entry shares shall be cancelled. The amount of any Merger Consideration paid to the stockholders may be reduced by any applicable withholding taxes.

As promptly as practicable after the effective time of the Merger, Parent will cause the paying agent to pay and deliver to The Depository Trust Company or its nominee, in respect of each book-entry share held through The Depository Trust Company, a cash amount in immediately available funds equal to the Merger Consideration (without interest, and after giving effect to any required tax withholdings) that holders of such book-entry shares shall be automatically entitled to receive, and such book-entry shares of such holder shall be cancelled.

At the effective time of the Merger, the stock transfer books of LogMeIn shall be closed and thereafter there shall be no further registration of transfers of shares on the records of LogMeIn, and holders of certificates and book-entry shares will no longer have rights with respect to the shares except as provided in the Merger Agreement or by applicable law. If, after the effective time of the Merger, certificates that represented ownership of shares of LogMeIn common stock are presented to the Surviving Corporation for any reason, they will be cancelled and exchanged as provided in the Merger Agreement.

If any cash deposited with the paying agent remains undistributed to holders of LogMeIn common stock twelve months following the effective time of the Merger, such cash (including any interest received in respect thereto) will be delivered to the Surviving Corporation, and any holder of LogMeIn common stock who has not complied with the exchange procedures in the Merger Agreement will thereafter look only to Parent and the

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Surviving Corporation for payment of its claim for the Merger Consideration, without any interest thereon and subject to any applicable withholding taxes and abandoned property, escheat or other similar laws. Any Merger Consideration that remains unclaimed by the holders of LogMeIn common stock immediately prior to such time as such amounts would otherwise escheat to, or become property of, any governmental entity will, to the extent permitted by applicable law, become the property of the Surviving Corporation free and clear of any claim or interest of any person previously entitled thereto. Any portion of the aggregate Merger Consideration made available to the paying agent to pay for shares for which appraisal rights have been perfected shall be returned to the Surviving Corporation upon demand.

If any stock certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such stock certificate to be lost, stolen or destroyed (and if required by Parent, the posting by such person of a bond, in a reasonable sum as Parent may reasonably direct, as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the paying agent with respect to such stock certificate), the paying agent will, in exchange for such lost, stolen or destroyed stock certificate, pay the Merger Consideration deliverable in respect thereof pursuant to the Merger Agreement.

Representations and Warranties

In the Merger Agreement, LogMeIn has made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

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Certain of LogMeIn’s representations and warranties are qualified (i) by reference to the disclosure in LogMeIn’s filings with the SEC prior to the execution of the Merger Agreement (other than disclosures contained in the “Forward Looking Statements” or “Risk Factors” sections of such SEC filings) and (ii) as set forth in LogMeIn’s disclosure schedules delivered to Parent pursuant to the Merger Agreement.

In addition, many of LogMeIn’s representations and warranties are qualified by knowledge or by a materiality or a “Company Material Adverse Effect” standard. For purposes of the Merger Agreement, “Company Material Adverse Effect” means any adverse change, event, occurrence or development (an “Effect”) that, individually or in the aggregate, (i) has, or would reasonably be expected to have, a material adverse effect on the business, financial condition or results of operations of LogMeIn and its subsidiaries, taken as a whole or (ii) prevents or materially impairs or delays the consummation of the Merger or performance by LogMeIn of any of its material obligations under the Merger Agreement; provided, however, that, Effects arising out of, resulting from or attributable to the following shall not constitute or be deemed to contribute to a Company Material Adverse Effect, and shall not otherwise be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur:

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Parent’s and Merger Sub’s representations and warranties under the Merger Agreement relate to, among other things:

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None of the representations and warranties in the Merger Agreement will survive the completion of the Merger.

Conduct of Business Pending the Merger

Certain covenants in the Merger Agreement restrict the conduct of LogMeIn and its subsidiaries’ business between the date of the Merger Agreement and the effective time of the Merger. Except (i) as expressly contemplated by the Merger Agreement, (ii) as set forth in LogMeIn’s disclosure schedule or (iii) with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), from the date of the Merger Agreement until the earlier of the effective time of the Merger or termination of the Merger Agreement, LogMeIn will and will cause each of its subsidiaries to conduct its operations only in the ordinary course of business consistent with past practice, use its commercially reasonable efforts to keep available the services of the current officers, employees and consultants of LogMeIn and each of its subsidiaries and preserve the goodwill and current relationships of LogMeIn and each of its subsidiaries with customers, suppliers and other persons with which LogMeIn or any of its subsidiaries has business relations. Except (i) as expressly contemplated by the Merger Agreement, (ii) as set forth in LogMeIn’s disclosure schedule or (iii) with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), from the date of the Merger Agreement until the earlier of the effective time of the Merger or termination of the Merger Agreement, LogMeIn will not, and will not permit its subsidiaries to:

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Go Shop Period

The Merger Agreement provides that, during the period beginning on the date of the Merger Agreement and continuing until 11:59 p.m. (New York City time) on January 31, 2020, the day that is 45 calendar days following the date of the Merger Agreement (the “Solicitation Period End Date”), LogMeIn, its subsidiaries and their representatives may (i) solicit, initiate, facilitate and encourage the making of acquisition proposals from third parties and provide nonpublic information to such third parties (subject to entry into acceptable confidentiality agreements), and (ii) enter into, continue or otherwise participate in any discussions or negotiations with such third parties regarding such acquisition proposals or otherwise cooperate with or assist or participate in or facilitate any such discussions or negotiations or any effort or attempt to make any acquisition proposal.

No Solicitation of Other Offers; Change of Recommendation

From and after the Solicitation Period End Date, LogMeIn will become subject to customary “no shop” restrictions prohibiting LogMeIn and its representatives from soliciting acquisition proposals from third parties

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or providing information to or participating in any discussions or negotiations with third parties regarding acquisition proposals, subject to certain exceptions set forth in the Merger Agreement and described below. Except as expressly permitted by the Merger Agreement (including with respect to any exempted person (as defined below)), from and after the Solicitation Period End Date, LogMeIn shall, and shall cause its subsidiaries and their respective directors, officers and employees to, (x) promptly cease and terminate (or cause to be terminated) any discussions or negotiations with any third party and its affiliates and representatives that may be ongoing with respect to any acquisition proposal, (y) request any such third party to promptly return or destroy all confidential information furnished by or on behalf of LogMeIn and its subsidiaries and (z) terminate access by any third party and its affiliates and representatives to any data room (virtual, online or otherwise) maintained by or on behalf of LogMeIn and its subsidiaries. Except as expressly permitted by the Merger Agreement, from and after the Solicitation Period End Date, until the receipt of stockholder approval, or, if earlier, the termination of the Merger Agreement in accordance with its terms, LogMeIn has agreed not to, and to cause its subsidiaries and its and its subsidiaries’ respective directors, officers, legal counsel and investment bankers not to, and to not authorize or knowingly permit its other representatives to:

Except as expressly permitted by the Merger Agreement, until the receipt of the stockholders’ approval of the Merger Proposal or the earlier termination of the Merger Agreement and described below, neither the Board nor any committee thereof will:

We refer to any of the actions described in the first, second, third, fourth and fifth bullets as a “change of recommendation”.

No later than 24 hours following the Solicitation Period End Date, LogMeIn shall notify Parent in writing of the identity of each exempted person (as defined below), together with a copy of the acquisition proposal submitted by such exempted person and the material terms and conditions of any proposal or offer regarding an

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acquisition proposal (including any amendments or modifications thereof) received from such exempted person on or prior to the Solicitation Period End Date (which shall include a copy of such proposal or offer), and copies of confidentiality agreements entered into on or prior to the Solicitation Period End Date. Notwithstanding the commencement of the no shop restrictions under the Merger Agreement, from and after the Solicitation Period End Date, LogMeIn may continue to engage in the activities otherwise prohibited in the no shop restrictions in the Merger Agreement with respect to any acquisition proposal submitted by an exempted person on or before the Solicitation Period End Date until 11:59 p.m. (New York City time) on the earlier of (i) the date on which such acquisition proposal expires by its terms, or (ii) the date on which such exempted person has otherwise terminated or withdrawn such acquisition proposal (provided that, for the avoidance of doubt, any amended or revised acquisition proposal submitted by such exempted person shall not be deemed to constitute, in and of itself, an expiration, termination or withdrawal of such previously submitted acquisition proposal) or ceased to be an exempted person.

If at any time following the Solicitation Period End Date and prior to the receipt of the stockholder approval (i) LogMeIn has received a bona fide written acquisition proposal from a third party, (ii) LogMeIn has not breached the no shop restrictions in the Merger Agreement in any material respect with respect to such acquisition proposal and (iii) the Board determines in good faith (after consultation with its financial advisors and outside legal counsel, based on information then available) that such acquisition proposal constitutes or would reasonably be expected to lead to a superior proposal, LogMeIn may (a) furnish information with respect to LogMeIn and its subsidiaries to the third party making such acquisition proposal, its representatives and potential sources of financing pursuant to an acceptable confidentiality agreement and (b) participate in discussions or negotiations with such third party regarding such acquisition proposal; provided, that any information concerning LogMeIn or its subsidiaries provided or made available to any third party will be provided or made available to Parent or Merger Sub (to the extent it has not been provided or made available already), concurrently with or prior to such time as it is provided or made available to such third party.

From and after the Solicitation Period End Date, LogMeIn agrees to promptly (and in any event within 24 hours) notify Parent in writing of the receipt of any acquisition proposal, which notice will identify the third party making such acquisition proposal and include a copy of such acquisition proposal (or, where such acquisition proposal was not submitted in writing, a reasonable description of such acquisition proposal). Without limiting the foregoing, LogMeIn will promptly (and in any event within 24 hours of such determination) advise Parent if LogMeIn determines to begin providing information or to engage in discussions or negotiations concerning an acquisition proposal and thereafter shall keep Parent reasonably informed, on a current basis (and, in any event, within 24 hours of Parent’s reasonable request), of the status and material terms of any such proposals (including any amendment thereto) and any material changes to the status of any such discussions or negotiations.

If LogMeIn receives a bona fide written acquisition proposal from a third party (including an exempted person) that the Board determines in good faith (after consultation with its financial advisors and outside legal counsel) constitutes a superior proposal, the Board may, at any time prior to the receipt of the stockholder approval, effect a change of recommendation with respect to such superior proposal and/or terminate the Merger Agreement pursuant to the terms thereof, in either case if the Board determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties to the stockholders of LogMeIn. LogMeIn however, is not entitled to effect a change of recommendation or terminate the Merger Agreement unless LogMeIn shall have provided to Parent at least four business days’ prior written notice of LogMeIn’s intention to take such action, which notice shall include a copy of such superior proposal and all related documentation (including the definitive transaction agreement (and related schedules and exhibits) to be entered into in respect of such Superior Proposal and, if applicable, financing documentation) and unless:

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