Citrix Systems, Inc. (NASDAQ:CTXS) today announced that it has entered
into a cooperation agreement with Elliott Management Corporation
(“Elliott”), an investment firm whose affiliated funds own approximately
7.5 percent of the company’s common stock.
As part of the agreement, Elliott’s Jesse Cohn has been appointed to the
Citrix board of directors to replace Asiff Hirji who has decided to step
down from the company's board, effective immediately. In addition, as
part of its continuing board evolution process, the company will
commence a search for an additional independent board member, mutually
agreeable to Citrix and Elliott, who will replace a current board member
when appointed. In addition, Elliott and certain of its affiliates have
agreed to customary standstill, voting and other provisions for a period
of at least a year.
In a separate press release issued today, Citrix announced that its
board of directors has formed an operations committee, which will work
closely with the company’s management team on a comprehensive
operational review focusing on improving Citrix’s margins, profitability
and capital structure. The operations committee will be comprised of
four directors, including Jesse Cohn and the mutually-agreed-upon new
independent director. The operations committee will be led by current
Citrix director Robert Calderoni, who will also assume the role of
executive chairman of the Citrix board. Thomas Bogan, Citrix’s current
chairman, will assume the role of lead independent director of the
Citrix board.
“We believe the addition of new and fresh perspectives to our board will
ensure Citrix continues to lead in application networking and
virtualization markets,” said Thomas Bogan, lead independent director
for Citrix. “On behalf of the board, I want to thank Asiff Hirji for his
distinguished service to Citrix, guiding and advising the company
through many years of growth."
“We appreciate Citrix’s constructive approach and are pleased to have
worked collaboratively with the board and management team to reach this
cooperation agreement,” said Jesse Cohn, senior portfolio manager at
Elliott Management. “We first invested in Citrix because we saw a
substantial value creation opportunity for the company and its
shareholders. We are confident that the initiatives announced today and
the addition of new directors to the company’s board will allow Citrix
to build upon its position as an innovative industry leader, and to
drive significant shareholder value. We look forward to remaining a
shareholder and working closely with the company towards our mutual goal
of positioning Citrix for success and value creation.”
The full cooperation agreement between Citrix and Elliott will be filed
on a Form 8-K with the Securities and Exchange Commission.
Qatalyst Partners and Goldman, Sachs & Co. are serving as financial
advisors to Citrix and Goodwin Procter LLP is serving as legal counsel.
About Jesse Cohn
Jesse Cohn is a senior portfolio manager and head of US Equity Activism
at Elliott Management Corporation, a $27 billion investment firm. Cohn
joined Elliott in 2004 and manages both public and private investments
for the firm. He currently sits on the Boards of Directors of MSC
Software, BMC Software (observer), E2Open, Mitchell International
(observer) and Ark Continuity. Cohn is also a frequent speaker on
activism and governance-related topics and is a member of the Advisory
Board at the Harvard Law School Program on Corporate Governance. Prior
to working at Elliott, Cohn was an analyst in the mergers and
acquisitions group of Morgan Stanley. He earned his Bachelor of Science
in Economics from the University of Pennsylvania's Wharton School of
Business, from which he graduated summa cum laude.
About Robert M. Calderoni
Robert M. “Bob” Calderoni has served as a director on the Citrix Board
of Directors since June 2014. He is also a member of the board of
directors of Juniper Networks and KLA Tencor. Mr. Calderoni previously
served as Chairman and Chief Executive officer of Ariba, Inc., from 2001
until it was sold to SAP in October 2012. Following the acquisition, Mr.
Calderoni remained CEO of Ariba and was also appointed a member of the
global managing board at SAP AG between 2012 and 2014. Prior to his role
as CEO of Ariba, Mr. Calderoni served as the company’s Chief Financial
Officer from January 2001 to October 2001. Prior to joining Ariba in
January 2001, Mr. Calderoni served as CFO at Avery Dennison Corporation,
Senior Vice President of Finance at Apple, and Vice President of Finance
at IBM. Mr. Calderoni received a Bachelor of Science Degree in
Accounting and Finance from Fordham University.
About Thomas F. Bogan
Tom Bogan has served as a director of Citrix since January 2003 and as
Chairman of the Board of Directors since May 2005. Since January 2015,
Mr. Bogan has served as Chief Executive Officer of Adaptive Insights, a
provider of cloud-based performance management solutions. He previously
served as a member of the Board of Directors of each of PTC, a
publicly-traded company that develops, markets and supports
product development software solutions, and Rally Software Development
Corp., a publicly traded provider of cloud-based solutions for managing
Agile Software Development, until its acquisition by CA Technologies in
July 2015. He is currently a member of the Board of Directors at Apptio
and Acquia, leading SaaS software companies. Mr. Bogan was a Partner at
Greylock Partners, a venture capital firm from 2004 until 2009. From
1997 to 2003, Mr. Bogan served in a variety of positions with Rational
Software Corporation, a software company acquired by IBM Corporation in
2003, including President and Chief Operating Officer from 2000 to 2003
and Senior Vice President and Chief Operating Officer from 1999 to 2000.
Mr. Bogan graduated from Stonehill College with a B.S.B.A. Degree in
Accounting.
About Citrix
Citrix (NASDAQ:CTXS) is leading the transition to software-defining the
workplace, uniting virtualization, mobility management, networking and
SaaS solutions to enable new ways for businesses and people to work
better. Citrix solutions power business mobility through secure, mobile
workspaces that provide people with instant access to apps, desktops,
data and communications on any device, over any network and cloud. With
annual revenue in 2014 of $3.14 billion, Citrix solutions are in use at
more than 400,000 organizations and by over 100 million users globally.
Learn more at www.citrix.com.
For Citrix Investors
This release contains forward-looking statements which are made pursuant
to the safe harbor provisions of Section 27A of the Securities Act of
1933 and of Section 21E of the Securities Exchange Act of 1934. The
forward-looking statements in this release do not constitute guarantees
of future performance. Those statements involve a number of factors that
could cause actual results to differ materially, including risks
associated with the impact of the global economy and uncertainty in the
IT spending environment, revenue growth and recognition of revenue,
products and services, their development and distribution, product
demand and pipeline, economic and competitive factors, the Company’s key
strategic relationships, as well as other risks detailed in the
Company’s filings with the Securities and Exchange Commission. Citrix
assumes no obligation to update any forward-looking information
contained in this press release or with respect to the announcements
described herein.
Citrix® is a trademarks or registered trademarks of Citrix Systems, Inc.
and/or one or more of its subsidiaries, and may be registered in the
U.S. Patent and Trademark Office and in other countries. All other
trademarks and registered trademarks are property of their respective
owners.
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