LogMeIn, Inc. (Nasdaq: LOGM), a leading provider of cloud-based
connectivity, today announced the expiration of a 45-day “go-shop”
period under the terms of the previously announced definitive
agreement in which LogMeIn will be acquired in a transaction led by
affiliates of Francisco Partners, a leading technology-focused
global private equity firm, and Evergreen Coast Capital
Corporation, the private equity affiliate of Elliott Management
Corporation, for $86.05 per share in cash. The go-shop period
expired at 11:59 p.m. (Eastern Time) on January 31, 2020.
At the direction of LogMeIn’s Board of Directors, during the
go-shop period, LogMeIn and its financial advisors solicited and
responded to inquiries relating to the proposed merger and
alternative acquisition proposals from fifty parties. Three of
these parties executed non-disclosure agreements with LogMeIn, were
offered access to members of LogMeIn’s senior management and were
provided access to non-public information regarding LogMeIn.
No alternative acquisition proposals were received by LogMeIn
during the go-shop period. Following the expiration of the go-shop
period, LogMeIn became subject to customary no-shop restrictions
that limit its and its representatives’ ability to solicit
alternative acquisition proposals from third parties, subject to
customary “fiduciary out” provisions.
The proposed merger is expected to close in mid-2020, subject to
customary closing conditions, including the receipt of stockholder
and regulatory approvals.
Special Meeting of StockholdersThe Company is
also announcing that it has established a date of March 12, 2020
for its special meeting of stockholders (the “Special Meeting”),
where LogMeIn stockholders of record as of February 4, 2020 (the
“Record Date”) will, among other things, vote on a proposal to
approve the previously announced Agreement and Plan of Merger,
dated as of December 17, 2019, by and among LogMeIn, Logan Parent,
LLC and Logan Merger Sub, Inc. The Special Meeting will take place
at 9:00 a.m. (Eastern Time) at the offices of Latham & Watkins
LLP, located at 200 Clarendon Street, 27th Floor Boston, MA
02116.
LogMeIn stockholders as of the close of business on the Record
Date will be entitled to receive notice of, and vote at, the
Special Meeting.
Additional information about the Special Meeting is included in
the preliminary proxy statement, which was filed with the
Securities and Exchange Commission (the “SEC”) on January 17, 2020,
and will be included in the definitive proxy statement, which is
expected to be filed with the SEC and mailed to stockholders of
record in the coming weeks.
About LogMeIn, Inc.LogMeIn, Inc. (NASDAQ: LOGM)
simplifies how people connect with each other and the world around
them to drive meaningful interactions, deepen relationships, and
create better outcomes for individuals and businesses. One of the
world’s top 10 public SaaS companies, and a market leader in
unified communications and collaboration, identity and access
management, and customer engagement and support solutions, 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.
Additional Information and Where to Find It
This communication relates to the proposed merger transaction
involving LogMeIn, Inc. (the “Company”). This communication does
not constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval.
LogMeIn filed a preliminary proxy statement and related materials
with the Securities and Exchange Commission (“SEC”), on January 17,
2020 and, when completed, it expects to file a definitive proxy
statement with the SEC. The definitive proxy statement will be sent
or given to stockholders of the Company in connection with a
special meeting of the stockholders called to seek approval of the
proposed transaction and will contain important information about
the proposed transaction and related matters. BEFORE MAKING ANY
VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY
STATEMENT, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
security holders may obtain the documents (when available) free of
charge at the SEC’s website, http://www.sec.gov, and the Company’s
website, www.logmeininc.com. In addition, the documents (when
available) may be obtained free of charge by directing a request to
InvestorRelations@LogMeIn.com.
Participants in Solicitation The Company and
its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the holders of the
Company’s common stock in respect of the proposed transaction.
Information about the persons who may, under the rules of the SEC,
be considered to be participants in the solicitation of the
Company’s stockholders in connection with the merger will be set
forth in the Company’s definitive proxy statement for its special
stockholder meeting. Additional information regarding these
individuals and any direct or indirect interests they may have in
the merger will be set forth in the definitive proxy statement when
it is filed with the SEC in connection with the merger. Other
information regarding these individuals may also be found in the
proxy statement for the Company’s 2019 annual meeting of
stockholders, which was filed with the SEC on April 12, 2019 (the
“2019 Proxy Statement”). To the extent that holdings of the
Company’s securities have changed since the amounts set forth in
the 2019 Proxy Statement, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with
the SEC.
Cautionary Statements Regarding Forward-Looking
Information Certain statements contained in this
communication may constitute forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Forward-looking
statements are indicated by words or phrases such as “guidance,”
“believes,” “expects,” “intends,” “forecasts,” “can,” “could,”
“may,” “anticipates,” “estimates,” “plans,” “projects,” “seeks,”
“should,” “targets,” “will,” “would,” “outlook,” “continuing,”
“ongoing,” and similar words or phrases and the negative of such
words and phrases. Forward-looking statements are based on the
Company’s current plans and expectations and involve risks and
uncertainties which are, in many instances, beyond the Company’s
control, and which could cause actual results to differ materially
from those included in or contemplated or implied by the
forward-looking statements. Such risks and uncertainties include
the following: the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement; the failure to obtain the Company’s stockholders’
approval of the transaction; the failure to obtain certain required
regulatory approvals to the completion of the transaction or the
failure to satisfy any of the other conditions to the completion of
the transaction; the effect of the announcement of the transaction
on the ability of the Company to retain and hire key personnel and
maintain relationships with its key business partners and
customers, and others with whom it does business, or on its
operating results and businesses generally; risks associated with
the disruption of management’s attention from ongoing business
operations due to the transaction; the ability to meet expectations
regarding the timing and completion of the merger; and other risks
and uncertainties described in the Company’s reports and filings
with the SEC, including the risks and uncertainties set forth in
Item 1A under the heading Risk Factors in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2018 filed with
the SEC on February 21, 2019 and other periodic reports the Company
files with the SEC, which are available at www.sec.gov and the
Company’s website at www.logmeininc.com. The Company undertakes no
obligation to update forward-looking statements to reflect
developments or information obtained after the date hereof and
disclaims any obligation to do so other than as may be required by
law. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date
hereof.
Contact Information:
Investors Rob Bradley LogMeIn, Inc. 781-897-1301
Rob.Bradley@LogMeIn.com
Press Craig VerColen LogMeIn, Inc. 781-897-0696
Press@LogMeIn.com
Francisco Partners John Moore 215-657-4971
press@franciscopartners.com
Elliott and Evergreen Stephen Spruiell 212-478-2017
sspruiell@elliottmgmt.com
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