Item 1.01. Entry into a Material Definitive Agreement.
On
Subject to the terms and conditions of the Merger Agreement, upon the
consummation of the Merger,
Completion of the Merger is subject to various closing conditions, including,
among other things, the expiration or termination of required waiting periods
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The
Merger Agreement contains certain customary termination rights for
The Merger Agreement and the transactions contemplated thereby, including the
Merger, have been approved by the Board of Directors of
The representations, warranties and covenants contained in the Merger Agreement
have been made solely for the benefit of the parties thereto. In addition, such
representations, warranties and covenants (1) have been made only for purposes
of the Merger Agreement, (2) have been qualified by confidential disclosures
made in confidential disclosure schedules delivered in connection with the
Merger Agreement, (3) are subject to materiality qualifications contained in the
Merger Agreement which may differ from what may be viewed as material by
investors, (4) were made only as of the date of the Merger Agreement, the
closing date of the Merger or such other date as is specified in the Merger
Agreement, and (5) have been included in the Merger Agreement for the purpose of
allocating risk between the contracting parties rather than establishing matters
as fact. Accordingly, the Merger Agreement and the related description are
included with this filing only to provide investors with information regarding
the terms of the Merger Agreement, and not to provide investors with any other
factual information regarding the parties thereto or their respective businesses
or to modify or supplement any factual disclosures about
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement. A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and incorporated into this Item 1.01 by reference.
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Bridge Facility and Take-Out Facility Commitment Letter
On
Item 2.02. Results of Operations and Financial Condition.
On
The information under this Item 2.02, including the earnings letter attached hereto as Exhibit 99.1, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD.
On
The information under this Item 7.01, including the press release attached hereto as Exhibit 99.2, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On
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Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofJanuary 16, 2021 , by and amongCitrix Systems, Inc. ,Wallaby Merger Sub, LLC ,Wrangler Topco, LLC andVista Equity Partners Management, LLC , as the representative † 10.1* Bridge and Take-Out Facility Commitment Letter, datedJanuary 16, 2021 , betweenJPMorgan Chase Bank, N.A . andCitrix Systems, Inc. 99.1+ Fourth Quarter Earnings Letter datedJanuary 19, 2021 ofCitrix Systems, Inc. 99.2+ Press Release datedJanuary 19, 2021 ofCitrix Systems, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
† Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5)
of Regulation S-K. The registrant hereby undertakes to furnish supplementally
copies of any of the omitted schedules (or similar attachments) upon request by
theSEC . + Furnished herewith * Filed herewith Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The forward-looking statements do not constitute guarantees
of future performance. Those statements, which are not strictly historical
statements, including, without limitation, statements regarding the proposed
business combination; expectations regarding new debt; and the expected timing
of the proposed transactions, constitute forward-looking statements. Such
forward-looking statements are subject to a number of risks and uncertainties
that could cause actual results to differ materially from those anticipated by
the forward-looking statements, including, without limitation, the ability of
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