Citrix taken private in $16.5bn deal

April 2022 | DEALFRONT | PRIVATE EQUITY & VENTURE CAPITAL

Financier Worldwide Magazine

April 2022 Issue

In an acquisition that takes the software company private, Citrix Systems, Inc. is to be acquired by affiliates of Elliott Management and Vista Equity Partners in an all-cash transaction valued at $16.5bn, including the assumption of Citrix debt.

Under the terms of the definitive agreement, Citrix shareholders will receive $104 in cash per share. The per share purchase price represents a premium of 30 percent over the company’s unaffected five-day volume-weighted average price as of 7 December 2021.

The acquisition will create one of the world’s largest software providers, serving 400,000 customers, including 98 percent of the Fortune 500, with 100 million users in 100 countries. It will also accelerate Citrix’s defined growth strategy and software as a service (SaaS) transition.

In connection with the transaction, Vista and Evergreen intend to combine Citrix and TIBCO Software, one of Vista’s portfolio companies. TIBCO is a global leader in enterprise data management, empowering its customers to connect, unify and confidently predict business outcomes.

Moreover, the combined companies will be positioned to provide complete, secure and optimised infrastructure for enterprise application and desktop delivery and data management to advance hybrid cloud IT strategies and meet the needs of the modern enterprise.

“Over the past three decades, Citrix has established itself as the clear leader in secure hybrid work,” said Bob Calderoni, chair of the Citrix board of directors and interim chief executive and president. “Our market-leading platform provides secure and reliable access to all of the applications and information employees need to get work done.

“Together with TIBCO, we will be able to operate with greater scale and provide a larger customer base with a broader range of solutions to accelerate their digital transformations and enable them to deliver the future of hybrid work,” he continued. “We will have increased financial and strategic flexibility to invest in high-growth opportunities, such as desktop as a service (DaaS), and accelerate its ongoing cloud transition.”

The transaction has been unanimously approved by the members of the Citrix board of directors and is expected to close in the middle of 2022, subject to customary closing conditions, including approval by Citrix shareholders and receipt of regulatory approvals.

“We have always viewed Citrix as a true technology pioneer, building and defining so many categories that have changed the landscape of the industry,” said Monti Saroya, senior managing director at Vista. “As a private company, Citrix will have access to additional resources and support, as well as more flexibility to take advantage of strong secular tailwinds with trends supporting modern and secure remote hybrid work to serve the combined customer base and invest in high growth markets.”

Qatalyst Partners is serving as financial adviser to Citrix, with Goodwin Procter LLP acting as legal counsel. Serving as financial advisers to Vista and Evergreen are BofA Securities, Barclays, Citi, Credit Suisse, Goldman Sachs & Co. LLC, Lazard and Mizuho Securities USA LLC. Kirkland & Ellis LLP is acting as legal counsel for Vista and TIBCO, and Gibson, Dunn & Crutcher LLP and Debevoise & Plimpton LLP are acting as legal counsel for Evergreen.

Dan Streetman, chief executive of TIBCO, concluded: “I could not be more excited about our combined vision and look forward to a strong partnership with Citrix.”

Fraser Tennant