LogMeIn, Inc. (NASDAQ:LOGM) Files An 8-K Regulation FD Disclosure
Item7.01 Regulation FD Disclosure
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| EX-99.1 |
Item7.01 |
Regulation FD Disclosure |
On January10, 2017, the Company posted on its website,
www.investor.logmeininc.com, under Investor Relations Overview
LogMeIn-GoTo Merger, an investor roadshow presentation (the
Roadshow Presentation), that includes information related
to its planned merger withCitrix Systems, Inc.s GetGo subsidiary,
a wholly owned subsidiary consisting of Citrixs GoTo family of
service offerings.A copy of the Roadshow Presentation posted by
the Company is furnished as Exhibit99.1 hereto and is
incorporated into this Item7.01 by reference.
Item8.01. |
Other Events |
For purposes of Item 8.01 of this Form 8-K, a copy of the
Roadshow Presentation is filed herewith as Exhibit 99.1 and
incorporated by reference herein.
Item9.01. |
Financial Statements and Exhibits |
(d) Exhibits
99.1 |
Roadshow Presentation, January 2017 |
Forward-Looking Statements
This communication contains forward-looking statements
concerningLogMeIn, Inc. (LogMeIn), Citrix Systems, Inc. (Citrix),
GetGo, Inc. (GetGo), the proposed transactions and other matters.
All statements other than statements of historical fact contained
in this report are forward-looking statements within the meaning
of Section27A of the United States Securities Act of 1933, as
amended (the Securities Act), and Section21E of the United States
Securities Exchange Act of 1934, as amended (the Exchange Act).
Forward-looking statements usually relate to future events and
anticipated revenues, earnings, cash flows or other aspects of
our operations or operating results. Forward-looking statements
are often identified by the words believe, expect, anticipate,
plan, intend, foresee, should, would, could, may, estimate,
outlook and similar expressions, including the negative thereof.
The absence of these words, however, does not mean that the
statements are not forward-looking. These forward-looking
statements are based on the current expectations, beliefs and
assumptions of the management of LogMeIn concerning future
developments, business conditions, anticipated synergies, pro
forma financial results, LogMeIns plans to issue dividends in
connection with the transaction, and their potential effects.
There can be no assurance that future developments affecting the
parties will be those that the parties anticipate.
Among the risks and uncertainties that could cause actual results
to differ from those described in the forward-looking statements
are the following: (1) the occurrence of any event, change or
other circumstances that could give rise to the termination of
the merger agreement, (2) the risk that LogMeIns stockholders may
not approve the issuance of the LogMeIn common stock in
connection with the proposed merger, (3) the risk that the
necessary regulatory approvals may not be obtained or may be
obtained subject to conditions that are not anticipated, (4)
risks that any of the closing conditions to the proposed merger,
including Citrixs distribution of the shares of GetGo, may not be
satisfied in a timely manner, (5) risks related to disruption of
management time from ongoing business operations due to the
proposed transactions, (6) failure to realize the estimated
synergies or growth from the proposed transactions or that such
benefits may take longer to realize than expected, (7) risks
related to unanticipated costs of integration of GetGo by
LogMeIn, (8) the effect of the announcement of the proposed
transactions or the consummation of the proposed transactions on
the ability of LogMeIn and Citrix to retain and hire key
personnel and maintain relationships with their key business
partners and customers, and on their operating results and
businesses generally, (9) the length of time necessary to
consummate the proposed transactions, (10) adverse trends in
economic conditions generally or in the industries in which the
LogMeIn and Citrix operate, (11) adverse changes to, or
interruptions in, relationships with third parties unrelated to
the announcement, (12) LogMeIns ability to compete effectively
and successfully and to add new products and services, (13)
LogMeIns ability to successfully manage and integrate
acquisitions, (14) the ability to attract new customers and
retain existing customers in the manner anticipated, (15)
unanticipated changes relating to competitive factors in the
parties industries, and (16) the business interruptions in
connection with the LogMeIns technology systems. Discussions of
additional risks and uncertainties are contained in LogMeIns and
Citrixs filings with the U.S. Securities and Exchange Commission
(the SEC). None of LogMeIn, Citrix or GetGo is under any
obligation, and each expressly disclaim any obligation, to
update, alter, or otherwise revise any forward-looking
statements, whether written or oral, that may be made from time
to time, whether as a result of new information, future events,
or otherwise. Persons reading this announcement are cautioned not
to place undue reliance on these forward-looking statements which
speak only as of the date hereof.
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities
or the solicitation of any vote in any jurisdiction to the
proposed transactions or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended. Subject to
certain exceptions to be approved by the relevant regulators or
certain facts to be ascertained, the public offer will not be
made directly or indirectly, in or into any jurisdiction where to
do so would constitute a violation of the laws of such
jurisdiction, or by use of the mails or by any means or
instrumentality (including without limitation, facsimile
transmission, telephone and the internet) of interstate or
foreign commerce, or any facility of a national securities
exchange, of any such jurisdiction.
Important Additional Information and Where to Find It
In connection with the proposed transaction, LogMeIn filed a
registration statement on Form S-4 with the SEC on September 16,
2016, as amended on October 20, 2016, November 18, 2016 and
December 13, 2016, and which was declared effective on December
15, 2016. This registration statement includes a proxy statement
that also constitutes a prospectus, which was sent to LogMeIn
stockholders on or
about December 20, 2016. Stockholders are urged to read the proxy
statement/prospectus and any other relevant documents when they
become available, because they will contain important information
about LogMeIn, GetGo, Citrix and the proposed merger. The proxy
statement/prospectus and other documents relating to the proposed
transactions (when they become available) can also be obtained
free of charge from the SECs website at www.sec.gov. The proxy
statement/prospectus and other documents (when they are
available) can also be obtained free of charge from LogMeIn upon
written request to LogMeIn, Inc., Investor Relations, 333 Summer
Street, Boston, MA 02210 or by calling (781) 897-0694.
Participants in the Solicitation
This communication is not a solicitation of a proxy from any
security holder of LogMeIn. However, LogMeIn, Citrix and certain
of their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from
shareholders of LogMeIn in connection with the proposed
transaction under the rules of the SEC. Information about the
directors and executive officers of Citrix may be found in its
Annual Report on Form 10-K filed with the SEC on February 18,
2016, and its definitive proxy statement relating to its 2016
Annual Meeting of Shareholders filed with the SEC on April 29,
2016. Information about the directors and executive officers of
LogMeIn may be found in its Annual Report on Form 10-K filed with
the SEC on February 19, 2016, and its definitive proxy statement
relating to its 2016 Annual Meeting of Stockholders filed with
the SEC on April 8, 2016.
About LogMeIn, Inc. (NASDAQ:LOGM)
LogMeIn, Inc. provides a portfolio of cloud-based service offerings, which helps people and businesses to connect to their workplace, colleagues and customers. The Company’s product line includes AppGuru, BoldChat, Cubby, join.me, LastPass, LogMeIn Pro, LogMeIn Central, LogMeIn Rescue, LogMeIn Rescue+Mobile, LogMeIn Backup, LogMeIn for iOS, LogMeIn Hamachi, MeldiumTM, Xively and RemotelyAnywhere. The Company’s services are focused on markets, such as identity and access management, collaboration and the Internet of Things, and are delivered through the cloud as hosted services, commonly called software-as-a-service (SaaS). The Company offers both free and fee based, or premium, services. The Company’s core cloud-based services are categorized into business lines, including Collaboration, Service and Support, Identity and Access Management, and Connected Products. It also offers annual maintenance services that include software upgrades and support services for this application. LogMeIn, Inc. (NASDAQ:LOGM) Recent Trading Information
LogMeIn, Inc. (NASDAQ:LOGM) closed its last trading session up +1.15 at 101.70 with 140,335 shares trading hands.