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id: 511, Created by Stan Vick, Scout
Citrix Systems, Inc. Acquisition by Vista & Elliott Case
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On March 16, 2022, Citrix shareholders voted in favor of the Merger Deal to sell Citrix to Vista Equity Partners and Elliott Investment Management L.P. for the price of $104.00 per share in cash.
The Merger was closed on September 30, 2022.
Deal price negotiation lasted for several months during which the bid came down from $125 to $104 which anomaly for M&A transactions regular course.
- On October 18, 2021, Elliott submitted a non-binding IOI to acquire Citrix for $125.00 per share in cash.
- On December 5, 2021, Elliott and Vista submitted a new non-binding IOI of just $110.00 per share, despite the continued growth in SaaS ARR reported in Q3 2021.
- When the Transaction Committee then proposed a $2.00 increase to $112.00 per share, Elliott and Vista mocked them by submitting a “best and final offer” of $103.51 per share on January 28, 2022.
- On January 31, 2022, Elliott and Vista agreed and Citrix announced its sale for $104.00 per share in cash.
Citrix’s non-employee directors and executive officers had interests in the Merger that may be different from, or in addition to, the interests of Citrix shareholders generally. Directors accelerated the conversion of all Citrix equity awards (i.e., RSUs, PRSUs, and DSUs) into a right to receive the Merger Consideration based on the number of shares underlying each such award. The acceleration of the PRSU’s granted was particularly attractive to senior Citrix executives since, according to the Proxy, the PRSU’s were deemed to satisfy maximum performance levels and thus pay up to 200% upon a Change of Control. Holders of the PRSU’s would therefore receive $208.00 in cash instead of just $104.00 in cash.
Taking all facts and facts of conflicts of interest into account, Investors have reasons to suspect that the Board deliberately used false projections to conceal the true value of Citrix from Citrix shareholders and thereby secure the approval of such shareholders to sell Citrix to Vista Equity Partners and Elliott Investment Management L.P. for the inadequate and unfair price of $104.00 per share in cash, pursuant to a merger.
Failure to Disclose,
Breach of Fiduciary duty,
Shock Event Date
30 September 2022
12 December 2022
Hon. Rodolfo A. Ruiz, II