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CTXS > SEC Filings for CTXS > Form 8-K on 13-Jul-2012All Recent SEC Filings

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Form 8-K for CITRIX SYSTEMS INC


13-Jul-2012

Completion of Acquisition or Disposition of Assets, Financial Statements and E


Item 2.01. Completion of Acquisition or Disposition of Assets.

On July 9, 2012, Citrix Systems, Inc., a Delaware corporation ("Citrix"), completed its previously announced acquisition of Bytemobile, Inc., a Delaware corporation ("Bytemobile"), pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), by and among Citrix, Beringer Acquisition Corporation, a Delaware corporation ("Acquisition Sub"), Bytemobile and Shareholder Representative Services LLC, as the Holder representative ("SRS"). Bytemobile is a provider of data and video optimization solutions for mobile network operators and its technology portfolio includes applications for video and web optimization, content caching, policy control, traffic management, mobile analytics and deep packet inspection. Citrix assigned the Merger Agreement to Citrix Systems International GmbH, a subsidiary of Citrix organized under the laws of Switzerland ("Citrix GmbH"), as permitted by the terms of the Merger Agreement. Pursuant to the terms of the Merger Agreement, on July 9, 2012, Acquisition Sub merged with and into Bytemobile (the "Merger"), with Bytemobile surviving the Merger as a wholly-owned subsidiary of Citrix GmbH.

The Merger consideration paid by Citrix GmbH consisted of approximately $435 million in cash (subject to certain closing adjustments described in the Merger Agreement), payable to holders of Bytemobile's capital stock, warrants and options pursuant to formulas detailed in the Merger Agreement. At the closing of the Merger, $43.50 million of the net Merger consideration payable to holders of Bytemobile's capital stock and warrants (the "Holders") was deposited into an escrow account to satisfy any indemnification claims that may arise under the Merger Agreement. Except as may be reduced to satisfy indemnification claims, approximately $21.75 million will be released from the escrow account to the Holders on a pro rata basis on the first anniversary of the closing date of the Merger, approximately $16.75 million will be released from the escrow account to the Holders on a pro rata basis on the second anniversary of the closing date of the Merger, and the balance of funds in the escrow account will be released to the Holders on a pro rata basis on the fourth anniversary of the closing date of the Merger. The Merger consideration was determined in arms-length negotiations between Citrix and Bytemobile. There are no material relationships between Citrix and Bytemobile or any of their respective affiliates, directors or officers, or any associate of any such director or officer, or any of the parties to the Merger Agreement and related agreements, other than in respect of the Merger and as disclosed herein.

The foregoing description of the Merger and the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of the press release announcing the closing of the acquisition is attached hereto as Exhibit 99.2 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
  No.                                     Description

 99.1        Agreement and Plan of Merger by and among Citrix Systems, Inc. (and
             subsequently assigned to Citrix Systems International GmbH), Beringer
             Acquisition Corporation, Bytemobile, Inc. and Shareholder
             Representative Services LLC, as the Holder representative, dated as of
             May 31, 2012.

 99.2        Press release dated July 9, 2012 of Citrix Systems, Inc.


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