Background of the Merger

Buyer A did not seek to resume these discussions with Citrix and declined to do so when Citrix subsequently inquired on multiple occasions.

On February 26, 2021, Citrix acquired Wrike, Inc., a leading provider of SaaS collaborative work management solutions, and Wrangler Topco, LLC, its direct parent entity (collectively, “Wrike”), for cash consideration of approximately $2.25 billion. Wrike was a portfolio company of Vista at the time of the acquisition.

On April 29, 2021, Citrix announced its results of operations for the first quarter of fiscal year 2021, which included reported revenue below expectations. The Company noted that its results reflected supply chain challenges for certain components used in its networking products, which led to hardware shipment delays, and lower than anticipated on-premises term average contract duration. In addition, Citrix lowered its fiscal year 2021 earnings guidance to reflect the actual results for the first quarter, as well as the dilutive impact of the closing of the Wrike acquisition. By the close of market on April 29, 2021, Citrix’s stock price had dropped $10.49 per share, or approximately 7.5%, to $128.02 per share.

On July 29, 2021, Citrix announced its results of operations for the second quarter of fiscal year 2021, which again included reported revenue below expectations, noting the difficulties associated with transitioning the business to a SaaS model and the need to evolve the Company’s sales strategy to deliver more predictable results. In addition, Citrix further lowered its fiscal year 2021 earnings guidance to reflect the actual results for the first half of 2021, as well as certain organizational changes that Citrix was making in the second half of the year to address recent execution challenges. Citrix also announced that it would be resetting its longer-term financial model that had been previously presented to investors, including the withdrawal of its 2022 free cash flow target. By the close of market on July 29, 2021, Citrix’s stock price had dropped $15.55 per share, or approximately 14%, to $99.00 per share.

On August 23, 2021, Jesse Cohn, Managing Partner of Elliott, contacted Robert M. Calderoni, then non-executive Chairman of the Citrix Board, and David J. Henshall, then Chief Executive Officer of the Company, to discuss Citrix’s recent performance. As background, in 2015, Citrix had entered into a letter agreement with certain affiliates of Elliott, which at the time owned Citrix common stock and derivatives, including cash settled swaps, which provided Elliott with aggregate economic exposure comparable to an interest in approximately 7.5% of the Company’s common stock. As part of this letter agreement, Citrix had appointed Mr. Cohn and a mutually-agreed upon independent director to the Citrix Board. Mr. Cohn remained a director of the Company through Citrix’s 2020 annual meeting of stockholders. During the call on August 23, 2021, Mr. Cohn indicated that he would be sending a letter on behalf of Elliott to the Citrix Board recommending that Citrix initiate a strategic review process.

On August 25, 2021, Elliott sent a letter to the Citrix Board setting forth its recommendation that Citrix initiate a strategic review process and engage with Elliott and other potentially interested parties (both financial sponsors and strategic buyers) regarding a take-private transaction with Citrix (the “August 25^th Letter”). The August 25^th Letter noted that certain affiliates of Elliott had made an investment of approximately $1.3 billion in Citrix and that these affiliates of Elliott collectively owned Citrix common stock and derivatives, including cash settled swaps, which provided Elliott with aggregate economic exposure comparable to an interest in approximately 10% of the Company’s common stock. The August 25^th Letter also expressed Elliott’s disappointment as to where Citrix stood given the opportunity presented by remote and hybrid work, citing a combination of execution challenges, guidance misses, a cloud transition that had missed expectations, and a resulting loss of investor confidence in management. The August 25^th Letter further noted Elliott’s belief that Citrix could better pursue and ultimately fulfill its strategy by becoming a private enterprise. The August 25^th Letter did not include a proposed price or structure for a potential strategic transaction.

On August 26, 2021, the Citrix Board held a meeting at which members of senior management and representatives of each of Qatalyst Partners, who had assisted the Company with its strategic discussions with Strategic Buyer A in 2019, and Goodwin Procter LLP, Citrix’s outside counsel (“Goodwin”), were present. At the meeting, Messrs. Calderoni and Henshall reported on their recent conversation with Mr. Cohn and receipt of the August 25^th Letter.

The representatives of Goodwin reviewed with the directors their fiduciary duties under Delaware law and related process considerations, including the importance of monitoring and disclosing to the Citrix Board any potential conflicts of interest that could arise in connection with any strategic process. The representatives of Qatalyst Partners then provided a summary of the August 25^th Letter and reviewed the trading history of Citrix’s common stock, a financial update and selected statistics regarding Citrix, and an overview of Elliott and its recent private equity transactions. Members of senior management also provided an updated forecast regarding the financial results for the third quarter of 2021. The Citrix Board then discussed the August 25^th Letter and potential responses to Elliott and next steps, including whether to commence a strategic review process and engage with Elliott with respect to a possible transaction. Following discussion, the Citrix Board determined that, in light of Citrix’s recent financial performance and stock price and the execution challenges facing the Company, it was in the best interests of the Company and its stockholders to request a specific proposal from Elliott to gauge the feasibility of a potential transaction and also contact Strategic Buyer A to inquire as to whether Strategic Buyer A would be interested in re-engaging with Citrix regarding a potential transaction.

On August 27, 2021, at the direction of the Citrix Board, representatives of Qatalyst Partners contacted Mr. Cohn and requested that Elliott provide a specific proposal if Elliott were interested in engaging with Citrix regarding a potential transaction.

On August 30, 2021, at the direction of the Citrix Board, representatives of Qatalyst Partners contacted a representative of Strategic Buyer A to inquire as to whether Strategic Buyer A would be interested in renewing discussions with Citrix regarding a potential transaction. The representative of Strategic Buyer A indicated that they would like to review certain priority due diligence materials regarding Citrix to determine whether to re-engage.

On September 2, 2021, the Citrix Board held a meeting at which members of senior management and representatives of each of Qatalyst Partners and Goodwin were present. At the meeting, senior management provided a business update. Thereafter, the representatives of Qatalyst Partners updated the Citrix Board regarding the recent interactions with Elliott and Strategic Buyer A, and the Citrix Board determined to continue preliminary discussions with both parties. The meeting participants then discussed whether it might be advisable to approach and explore a potential strategic transaction with other third parties in addition to Elliott and Strategic Buyer A. The representatives of Goodwin reviewed with the members of the Citrix Board their fiduciary duties in this context. The Citrix Board also considered the possibility of negotiating for a “go-shop” provision (i.e., the right to actively solicit alternative acquisition proposals for a specified period following execution of a definitive agreement) in the event that the Citrix Board were to decide to pursue a sale of the Company. The Citrix Board also discussed the importance of maintaining the confidentiality of a process involving the exploration of a potential transaction and the potential impact of a leak on Citrix’s business, including with respect to its customers, partners and employees. Based on the benefits and risks discussed, the Citrix Board concluded that approaching additional parties would be in the best interest of Citrix stockholders in the event that Elliott or Strategic Buyer A were to submit a proposal with respect to which the Citrix Board determined to engage. As part of this discussion, the Citrix Board discussed with the representatives of Qatalyst Partners which parties would most likely have an interest in an acquisition of Citrix and would have the ability to consummate a transaction of this size and nature, and selected three strategic buyers and nine financial sponsors, including Vista, for potential outreach. Among the parties considered were three additional strategic parties with whom Citrix had on-going commercial relationships. The Citrix Board determined not to contact these additional strategic parties to avoid any disruption to those relationships that could be detrimental to Citrix’s business. The Citrix Board also discussed the formal engagement of Qatalyst Partners as its financial advisor, noting Qatalyst Partners’ qualifications, expertise, reputation and knowledge of Citrix’s business and the industry in which Citrix operates. The representatives of Goodwin reviewed with the Citrix Board the terms of the proposed engagement of Qatalyst Partners. The Citrix Board also reviewed customary relationship disclosure during the preceding two-year period made available by Qatalyst Partners regarding Elliott and Strategic Buyer A. The Citrix Board thereafter authorized Citrix to formally engage Qatalyst Partners on the terms presented at the meeting.

Also at the meeting, the Citrix Board, together with the representatives of Goodwin, discussed past and current business relationships that certain directors had with Elliott or other potential participants in a strategic process.

In particular, it was noted that Moira A. Kilcoyne was currently a director of Elliott Opportunity II Corp., a special purpose acquisition company sponsored by an affiliate of Elliott, and Thomas E. Hogan was currently a Managing Director of Vista, which was among the financial sponsors that the Citrix Board determined to potentially contact in connection with the strategic process given Vista’s investment focus in enterprise software, data and technology-enabled organizations and in light of Vista’s prior ownership of Wrike. It was determined that, given Ms. Kilcoyne’s current relationship with an Elliott affiliate and Mr. Hogan’s current relationship with Vista and the potential conflicts or the appearance of potential conflicts that could arise as a result of these relationships, Ms. Kilcoyne and Mr. Hogan would recuse themselves from further Board meetings or deliberations regarding a potential transaction with Elliott or Strategic Buyer A or alternatives thereto. As a result, Ms. Kilcoyne and Mr. Hogan (who were not in attendance for any portion of this meeting related to the strategic process) did not participate in further Board or committee meetings or deliberations regarding a potential transaction with Elliott or Strategic Buyer A or any alternatives thereto. In addition, the Citrix Board discussed certain past relationships identified by the directors, including the past service of Mr. Cohn on the Citrix Board which overlapped with certain of Citrix’s current directors, the past service of Mr. Cohn on the Board of Directors of LogMeIn, Inc. (the company that acquired Citrix’s GoTo family of service offerings) which overlapped with certain of Citrix’s current directors, and a prior consulting relationship between Mr. Calderoni and Elliott that had concluded in July 2019. It also was noted that a family member of Mr. Calderoni works for Elliott in a non-investment, administrative role. The Citrix Board determined that these relationships did not present a conflict with respect to the consideration of a potential strategic transaction with Elliott or any alternatives thereto.

On September 7, 2021, The Wall Street Journal published an article reporting that Elliott had a more than $1.0 billion stake in Citrix and would like to work with the Company to improve Citrix’s valuation.

Also on September 7, 2021, Strategic Buyer A provided a list of priority due diligence items that they wished to review before deciding whether to proceed with discussions regarding a potential transaction with Citrix.

On September 8, 2021, representatives of Qatalyst Partners on behalf of Citrix provided a confidentiality agreement to Strategic Buyer A in the same form that Strategic Buyer A had executed in 2019 to facilitate discussions between the parties. Later that day, Strategic Buyer A executed the confidentiality agreement with Citrix. The confidentiality agreement with Strategic Buyer A included customary non-disclosure provisions and a standstill provision that prohibited Strategic Buyer A, for an agreed-upon period from the date of the agreement, from offering to acquire or acquiring Citrix, and from taking certain other actions, including soliciting proxies, without the prior consent of Citrix. The confidentiality agreement permitted Strategic Buyer A to make confidential acquisition proposals to the Citrix Board at any time, and also provided for the termination of the standstill provision upon Citrix’s entry into a definitive agreement with a third party providing for a sale of Citrix. In addition, the confidentiality agreement required Strategic Buyer A to obtain the Company’s consent prior to contacting any financing sources or teaming with other parties regarding a potential transaction with Citrix.

On September 9, 2021, Elliott submitted a written, non-binding indication of interest proposing to acquire all of the outstanding shares of Citrix for cash at a per share price in the range of $124.00 to $130.00, subject to due diligence and the negotiation of a definitive agreement (the “September 9^th Proposal”). The September 9^th Proposal provided that Elliott would finance the acquisition with a combination of equity financing and debt financing from third-party lenders, with the equity necessary to complete the acquisition being funded by Elliott, selected co-investors and likely another private equity firm partner, and was accompanied by so called “highly confident” letters from four banks indicating that such banks believed that they would be able to arrange approximately $10.0 billion of debt to partially fund the potential transaction. The September 9^th Proposal further indicated that, upon signing definitive agreements, Elliott’s offer would not be subject to a financing contingency.

Also on September 9, 2021, the Citrix Board held a regularly-scheduled meeting at which members of senior management and representatives of each of Qatalyst Partners and Goodwin were present for a portion of the

meeting. At the meeting, senior management presented a potential framework for the Company’s long-range plan that included a new licensing model for its Workspace solutions. After discussion, the Citrix Board determined not to pursue this framework or make any changes to the Company’s current licensing model and requested that senior management prepare preliminary financial projections to reflect the Citrix Board’s strategy of focusing on margin expansion and improvements in cash flows rather than a new licensing model. The Citrix Board requested that Mr. Calderoni work with senior management to prepare the preliminary financial projections based on this feedback. The representatives of Qatalyst Partners also updated the Citrix Board regarding the recent interactions with Elliott and Strategic Buyer A. In addition, the representatives of Qatalyst Partners summarized the September 9^th Proposal for the Citrix Board. After discussion of next steps, the Citrix Board determined to continue discussions with Elliott regarding a potential transaction, subject to Elliott’s execution of a confidentiality agreement with a standstill provision, and requested that Qatalyst Partners contact Elliott to request additional information regarding the expected sources and uses of funds for a potential transaction. The Citrix Board also authorized Qatalyst Partners to contact the three strategic buyers and nine financial sponsors, including Vista, discussed at the September 2^nd meeting and invite them to participate in the strategic process.

Following the Citrix Board meeting and over the next several days, at the direction of the Citrix Board, representatives of Qatalyst Partners contacted the 12 additional parties identified by the Citrix Board. All three of the strategic buyers declined to engage citing a lack of interest or strategic fit. In addition, three of the nine financial sponsors declined to engage, with two of such financial sponsors citing the difficulties presented in executing a transaction of this size. Vista and the five other financial sponsors (referred to as “Financial Sponsor A,” “Financial Sponsor B,” “Financial Sponsor C,” “Financial Sponsor D” and “Financial Sponsor E”) indicated that they would like to enter into a confidentiality agreement with Citrix to facilitate discussions regarding a potential transaction. Thereafter, Citrix entered into confidentiality agreements with each of Financial Sponsor A, Financial Sponsor B, Financial Sponsor C, Financial Sponsor D and Financial Sponsor E. These confidentiality agreements included customary non-disclosure provisions and a standstill provision that prohibited the financial sponsor, for an agreed-upon period from the date of the agreement, from offering to acquire or acquiring Citrix, and from taking certain other actions, including soliciting proxies, without the prior consent of Citrix. Each of these confidentiality agreements provided the financial sponsor with the ability to make confidential acquisition proposals to the Citrix Board at any time following Citrix’s entry into a definitive agreement with a third party providing for a sale of Citrix. In addition, each of these confidentiality agreements required the financial sponsor to obtain the Company’s consent prior to contacting any financing sources or teaming with other parties regarding a potential transaction with Citrix.

On September 10, 2021, representatives of Qatalyst Partners contacted Mr. Cohn to request further detail regarding Elliott’s expected sources and uses of funds and related assumptions underlying the September 9^th Proposal. During this discussion, and consistent with the September 9^th Proposal, Mr. Cohn noted Elliott’s desire to partner with another private equity firm, noting one potential partner in particular (referred to as “Financial Sponsor F”).

Also on September 10, 2021, Citrix provided Elliott with a form of confidentiality agreement that included a standstill provision. Thereafter, representatives of Goodwin held discussions with representatives of Gibson, Dunn & Crutcher LLP (“Gibson Dunn”), outside counsel to Elliott, with respect to the confidentiality agreement, including the scope and duration of the standstill provision.

On September 14, 2021, Bloomberg published an article reporting that Citrix was working with advisers and weighing whether to sell the Company. Following the publication of this article, a strategic party with whom Citrix has an on-going commercial relationship contacted a member of senior management of Citrix. At its meeting held on September 2^nd, the Citrix Board had determined not to contact this strategic party as part of the strategic process to avoid any disruption to its relationship with this party that could be detrimental to Citrix’s business (the other two strategic parties that the Citrix Board determined not to include in the strategic process for this reason did not contact the Company regarding a potential transaction following the publication of this article or any subsequent media reports). During this call, the representative from this strategic party indicated that, while such strategic party would not be interested in the outright acquisition of Citrix, such party might consider a potential investment in an acquisition of the Company led by a financial sponsor. Representatives of

Qatalyst Partners had a subsequent conversation with a representative of this strategic party who reiterated a potential willingness to make a relatively modest minority investment, and confirmed that the strategic party had no interest in an outright acquisition of the Company. Also following the September 14^th article, two additional financial sponsors (referred to as “Financial Sponsor G” and “Financial Sponsor H”) made inbound calls to Qatalyst Partners or the Company regarding their interest in a potential acquisition of Citrix.

On September 16, 2021, Citrix provided Strategic Buyer A with responses to its initial priority due diligence requests and, thereafter, Strategic Buyer A continued to conduct due diligence regarding the Company.

Also on September 16, 2021, representatives of Qatalyst Partners contacted Financial Sponsor F regarding their participation in the strategic process and provided them with a form of confidentiality agreement similar to those provided to the other financial sponsors that had expressed interest in the Company. During this conversation, Financial Sponsor F indicated that they had been discussing the opportunity with Elliott.

On September 17, 2021, the Chief Executive Officer of a software company with a market capitalization approximately the size of Citrix (referred to as “Strategic Buyer B”) contacted Mr. Henshall to express interest in discussing a potential merger between Strategic Buyer B and Citrix.

On September 21, 2021, Mr. Cohn contacted a representative of Qatalyst Partners and requested permission to attend the management presentation with Financial Sponsor F. After consultation with the Company, Qatalyst Partners informed Mr. Cohn and a representative of Financial Sponsor F that both parties could attend the management presentation scheduled for September 30, 2021.

On September 23, 2021, the Citrix Board held a meeting at which members of senior management and representatives of each of Qatalyst Partners and Goodwin were present. At the meeting, Mr. Calderoni reported the receipt of the inbound call from Strategic Buyer B regarding the possibility of a merger between Strategic Buyer B and Citrix. The representatives of Qatalyst Partners then updated the Citrix Board regarding the strategic process, including the recent interactions with Elliott, Financial Sponsor F and Strategic Buyer A, the results of Qatalyst Partners’ outreach to other financial sponsors and strategic buyers as previously authorized by the Citrix Board, and the inbound calls received following the September 14^th Bloomberg article. In discussing the inbound calls, the representatives of Qatalyst Partners noted, for consideration by the Citrix Board, that Financial Sponsor G would be unable to lead a transaction given the size of a potential acquisition of Citrix and the outreach by Financial Sponsor H lacked senior-level involvement. After discussion, and given the initial interest expressed by a number of other financial sponsors contacted by Qatalyst Partners, the Citrix Board determined not to engage with Financial Sponsor G or Financial Sponsor H at that time. The representatives of Qatalyst Partners then reviewed an illustrative process timeline, including a potential bid deadline for initial proposals to be submitted in mid-October, and the schedule for management presentations to the interested parties. The representatives of Qatalyst Partners again reviewed the September 9^th Proposal from Elliott and selected transaction statistics, and the representatives of Goodwin discussed the status of negotiations with Elliott regarding the confidentiality and standstill agreement. The representatives of Qatalyst Partners then provided an overview of Strategic Buyer A, including its financial performance and stock trading history, and reviewed an illustrative Strategic Buyer A/Citrix combination analysis. The representatives of Qatalyst Partners next provided an overview of Strategic Buyer B, including its financial performance and stock trading history, and reviewed an illustrative Strategic Buyer B/Citrix combination analysis. The Citrix Board discussed the risks inherent in a transaction involving stock consideration as compared to the certainty of value provided by cash consideration. In addition, with respect to Strategic Buyer B, the Citrix Board discussed the complications of executing a merger between two parties of approximately equal size and the relatively low premiums implied by these types of transactions. At the conclusion of this discussion, the Citrix Board expressed concerns about the strategic rationale of a transaction with Strategic Buyer B, as well as the potential dilutive impact and the possibility of no meaningful cash component; however, the Citrix Board authorized management and Qatalyst Partners to have further discussions with Strategic Buyer B to better understand the feasibility of such a transaction. Also at the meeting, the Citrix Board reviewed preliminary financial projections for the remainder of fiscal year 2021 and fiscal years 2022 through 2026 prepared by senior management based on the feedback provided by the Citrix Board at its meeting held on September 9^th. Members of senior management reviewed with the Citrix Board the related methodology, underlying assumptions (including the launch of a strategic cost improvement/restructuring program), and potential risks in achieving the projections, including the execution challenges that Citrix is facing, the risks associated with Citrix’s business model

transition, and market dynamics. Following discussion of these matters, the Citrix Board authorized use of these projections in discussions with participants in the strategic process (see the “September Projections” included in the section of this proxy statement titled “—Certain Financial Projections”).

Also on September 23, 2021, Mr. Calderoni had a call with the Chief Executive Officer of Strategic Buyer B regarding the possibility of a merger between Strategic Buyer B and Citrix. Neither party made an offer regarding price during this call. A representative of Qatalyst Partners also had a follow-up call with the Chief Executive Officer of Strategic Buyer B to discuss their potential interest.

In addition, on September 23, 2021, representatives of Citrix’s senior management and Qatalyst Partners had a call with representatives of Strategic Buyer A at which they discussed Strategic Buyer A’s due diligence requests.

On September 25, 2021, Citrix entered into a confidentiality agreement with Elliott. The confidentiality agreement included customary non-disclosure provisions and a standstill provision that prohibited Elliott, for an agreed-upon period from the date of the agreement, from offering to acquire or acquiring Citrix, and from taking certain other actions, including soliciting proxies, without the prior consent of Citrix. The confidentiality agreement permitted Elliott to make confidential acquisition proposals to the Citrix Board at any time, and also included “sunset” provisions resulting in termination of the standstill period under certain circumstances, including upon Citrix’s entry into a definitive agreement providing for a sale of Citrix. In addition, the confidentiality agreement required Elliott to obtain the Company’s consent prior to contacting any financing sources or teaming with other parties regarding a potential transaction with Citrix, which consent was provided for Elliott to partner with Financial Sponsor F on a non-exclusive basis.

On September 28, 2021, Vista contacted Qatalyst Partners and indicated that, after considering the opportunity, Vista was not interested in further engagement with Citrix with respect to the potential acquisition of the Company at that time. As a result of Vista’s decision not to proceed, the parties did not conclude the negotiation of, or enter into, a confidentiality agreement at that time.

Also on September 28, 2021, representatives of Qatalyst Partners received an inbound call from another financial sponsor (“Financial Sponsor I”) expressing an interest in participating in any preferred equity financing to be used to fund an acquisition of Citrix. The representatives of Qatalyst Partners reported this call to the Company.

On September 29, 2021, Citrix entered into a confidentiality agreement with Financial Sponsor F. The confidentiality agreement included customary non-disclosure provisions and a standstill provision that prohibited Financial Sponsor F, for an agreed-upon period from the date of the agreement, from offering to acquire or acquiring Citrix, and from taking certain other actions, including soliciting proxies, without the prior consent of Citrix. The confidentiality agreement provided Financial Sponsor F with the ability to make confidential acquisition proposals to the Citrix Board at any time following Citrix’s entry into a definitive agreement with a third party providing for a sale of Citrix. In addition, the confidentiality agreement required Financial Sponsor F to obtain the Company’s consent prior to contacting any financing sources or teaming with other parties regarding a potential transaction with Citrix, which consent was provided for Financial Sponsor F to partner with Elliott on a non-exclusive basis.

On September 30, 2021, representatives of Citrix’s senior management and Qatalyst Partners had a call with representatives of Strategic Buyer A to discuss their additional priority due diligence requests.

From September 28 through October 1, 2021, Citrix’s senior management provided separate presentations regarding the Company to each of Financial Sponsor A, Financial Sponsor B, Financial Sponsor C, Financial Sponsor D, and Financial Sponsor E, as well as a presentation to Elliott and Financial Sponsor F on September 30^th. Representatives of Qatalyst Partners attended each of these presentations. Following each of these presentations, the applicable financial sponsor was provided with access to a virtual due diligence data room populated by Citrix with certain priority due diligence items. Thereafter, each of these financial sponsors provided supplemental due diligence requests and had further discussions with members of senior management of Citrix as requested to discuss Citrix’s business, products, technology, go-to-market strategy, and/or financial

position. Throughout Citrix’s evaluation of potential strategic alternatives, Mr. Calderoni and other members of senior management had conversations with representatives of the various potential acquirers and financial sponsors, including Elliott and Vista. No member of senior management made any proposals or otherwise discussed the specific terms of a potential strategic transaction during any meetings or conversations with any potential acquirers or financial sponsors, and Citrix’s management team, including Mr. Calderoni, was directed by the Citrix Board not to, and they did not, discuss any post-transaction employment or compensation matters for management with any potential acquirers or financial sponsors. The confidentiality agreements with potential financial sponsor bidders also restricted their ability to have discussions with Citrix’s management team regarding post-transaction employment or compensation matters.

On October 4, 2021, the Citrix Board held a meeting at which members of senior management and representatives of Goodwin were present. At the meeting, in executive session without Mr. Calderoni present, the Citrix Board appointed Mr. Calderoni as Interim Chief Executive Officer and President of Citrix, succeeding Mr. Henshall in such roles. Mr. Calderoni had confirmed for the Citrix Board that he viewed his appointment as Chief Executive Officer of Citrix as an interim role, and he was not interested in serving as Chief Executive Officer in a long-term capacity or continuing employment with the Company after the closing of any strategic transaction that the Citrix Board might decide to pursue. Mr. Henshall transitioned to serving in an advisory role and resigned from the Citrix Board, and he had no further participation in the strategic process. Also at the meeting, Mr. Calderoni provided a business update, including a review of Citrix’s preliminary third quarter financial results, and an update regarding the strategic process, including the recent interactions with Strategic Buyer A, Strategic Buyer B, Elliott and the other financial sponsors, including the inbound call from Financial Sponsor I. Mr. Calderoni noted the recent management presentations and level of engagement by the various parties. In addition, the Citrix Board reviewed customary relationship disclosure during the preceding two-year period made available by Qatalyst Partners regarding the current participants in the strategic process.

On October 6, 2021, Citrix announced Mr. Calderoni’s appointment as Interim Chief Executive Officer and President. In addition, Citrix announced that the Company expected to report revenue at the midpoint to the high end of its previously announced guidance range of $765 million to $775 million for the third quarter of fiscal year 2021.

Also on October 6, 2021, representatives of Qatalyst Partners had a call with representatives of Strategic Buyer A to discuss the status of their consideration of a potential transaction with Citrix. During this call, the representative of Strategic Buyer A indicated that Strategic Buyer A was in the process of considering several strategic paths, one of which would include the potential acquisition of Citrix. The representative of Strategic Buyer A indicated that any acquisition of Citrix by Strategic Buyer A would consist of consideration to Citrix stockholders exclusively in the form of shares of common stock of Strategic Buyer A and require a concurrent investment by one or more private equity firms.

On October 7, 2021, representatives of Qatalyst Partners had a further call with Strategic Buyer A regarding their interest in a potential transaction with Citrix. During this call, the representatives of Qatalyst Partners inquired as to whether Strategic Buyer A would be willing to consider an all-cash transaction or a transaction with mixed consideration as proposed by Strategic Buyer A in 2019. The representative of Strategic Buyer A indicated that they were only interested in a potential stock-for-stock transaction. The representative of Strategic Buyer A also requested permission from Citrix to initiate discussions with one or more private equity firms regarding a concurrent investment and named in particular several possible firms, including one of the firms previously contacted by Qatalyst Partners on behalf of the Citrix Board that had declined to participate in the strategic process (“Financial Sponsor J”). After consultation with the Company, Qatalyst Partners informed Strategic Buyer A that they could engage in discussions with Financial Sponsor J, subject to Financial Sponsor J entering into a confidentiality agreement with Citrix on substantially the same terms as Strategic Buyer A.

Also on October 7, 2021, Financial Sponsor E contacted Qatalyst Partners and indicated that, after considering the opportunity, Financial Sponsor E was not interested in further engagement with Citrix regarding a potential transaction due to concerns related to management changes, the long-term competitive landscape, and the requirement of a large equity commitment.

In addition, on October 7, 2021, after consultation with the Company, Qatalyst Partners sent an instruction letter to Elliott and Financial Sponsor F, as well as to each of Financial Sponsor A, Financial Sponsor B, Financial Sponsor C, and Financial Sponsor D for submission of a non-binding indication of interest with respect to the acquisition of the Company. The letter requested that proposals be submitted by 5:00 p.m. Eastern time on Monday, October 18, 2021. An instruction letter was not sent to Strategic Buyer A given the different transaction structure and potential timeline being considered by Strategic Buyer A; however, Qatalyst Partners did make a separate request that Strategic Buyer A submit a proposal for consideration by the Citrix Board.

On October 10, 2021, the Citrix Board held a meeting at which members of senior management and representatives of each of Qatalyst Partners and Goodwin were present. At the meeting, Mr. Calderoni provided a business update. The representatives of Qatalyst Partners then updated the Citrix Board regarding the strategic process, including the recent interactions with Strategic Buyer A, Elliott and the other financial sponsors. Thereafter, Qatalyst Partners provided an overview of Strategic Buyer A, including its business, financial performance and stock trading history, and reviewed selected issues for consideration by the Citrix Board in connection with a potential stock-for-stock transaction with Strategic Buyer A, including an illustrative Strategic Buyer A/Citrix combination analysis. The Citrix Board discussed the risks inherent in a transaction involving stock consideration, as well as the timeline for a potential transaction with Strategic Buyer A.

On October 15, 2021, representatives of Citrix’s senior management and Qatalyst Partners had a meeting with representatives of Strategic Buyer A to discuss Citrix’s preliminary third quarter financial results, which also were provided to the financial sponsors participating at that time in the strategic process. A representative of Qatalyst Partners also had a follow-up call with a representative of Strategic Buyer A to discuss the status of their interest in a potential transaction with Citrix and timing for submission of a proposal, noting that a Citrix Board meeting was scheduled for the following week.

On October 17, 2021, Citrix entered into a confidentiality agreement with Financial Sponsor J to facilitate Strategic Buyer A’s request to discuss a potential transaction with Financial Sponsor J. This confidentiality agreement was in the form of a joinder to the confidentiality agreement with Strategic Buyer A, and included customary non-disclosure provisions and a standstill provision that prohibited Financial Sponsor J, for an agreed-upon period from the date of the agreement, from offering to acquire or acquiring Citrix, and from taking certain other actions, including soliciting proxies, without the prior consent of Citrix. This confidentiality agreement permitted Financial Sponsor J to make confidential acquisition proposals to the Citrix Board at any time, and also provided for the termination of the standstill provision upon Citrix’s entry into a definitive agreement with a third party providing for a sale of Citrix. In addition, the confidentiality agreement prohibited Financial Sponsor J from entering into an exclusive relationship with Strategic Buyer A with respect to a potential transaction with Citrix.

Also on October 17, 2021, Financial Sponsor D contacted Qatalyst Partners and indicated that, after further considering the opportunity, Financial Sponsor D would not be submitting a proposal for a potential transaction with Citrix, citing concerns regarding the competitive environment and the level of investment that would be required.

On October 18, 2021, Elliott submitted a revised written, non-binding indication of interest with respect to acquiring all of the outstanding shares of Citrix for cash at a per share price of $125.00, subject to the completion of due diligence and the negotiation of a definitive agreement (the “October 18^th Proposal”). The letter indicated that the proposed price reflected Elliott’s due diligence and discussions with Citrix to date, including review of third quarter bookings and expectations for the fourth quarter. The October 18^th Proposal assumed the full-vesting of the Company’s outstanding equity awards and the creation of a new equity participation plan for employees post-closing. The October 18^th Proposal provided that Elliott would finance the acquisition with a combination of equity financing and debt financing from third-party lenders, with the equity necessary to complete the acquisition being funded by investment funds and vehicles managed by Elliott and other select co-investors. Although Elliott and Financial Sponsor F had engaged jointly in due diligence, Financial Sponsor F was not included in the October 18^th Proposal. The October 18^th Proposal noted that Elliott expected to complete the equity financing process following receipt of the Company’s consent to engage with co-investors during the confirmatory due diligence phase. With respect to the debt financing, the October 18^th Proposal referenced the highly confident letters that were previously obtained by Elliott and provided with the September 9^th Proposal. Consistent with the September 9^th Proposal, the

October 18^th Proposal further indicated that, upon signing definitive agreements, Elliott’s offer would not be subject to a financing contingency. In connection with the submission of the October 18^th Proposal, Elliott also provided the Company with a priority due diligence request list.

Also on October 18, 2021, Financial Sponsor A contacted Qatalyst Partners and indicated that, after further considering the opportunity, Financial Sponsor A would not be submitting a proposal based on the results of their due diligence review of Citrix’s business model transition. Financial Sponsor A indicated, however, that it may have interest in acquiring the Wrike business if Citrix did not proceed with a sale of the entire Company.

In addition, on October 18, 2021, Financial Sponsor C contacted Qatalyst Partners and indicated that, after further considering the opportunity, Financial Sponsor C would not be submitting a proposal, noting that their due diligence review of Citrix did not provide them with the necessary conviction to move forward with a transaction.

On October 20, 2021, a representative of Strategic Buyer A contacted Qatalyst Partners and indicated that, while they were continuing to consider the opportunity, Strategic Buyer A was not in a position to make a decision regarding its strategic priorities at that time and, therefore, would not be providing a proposal to the Citrix Board.

Also on October 20, 2021, Financial Sponsor B contacted Qatalyst Partners and indicated that, after further considering the opportunity, Financial Sponsor B would not be submitting a proposal as they would only be interested in the potential acquisition of Citrix at or around the current market price. The closing price of Citrix common stock on October 20, 2021 was $99.28.

On October 21, 2021, the Citrix Board held a meeting at which members of senior management and representatives of each of Qatalyst Partners and Goodwin were present. At the meeting, senior management updated the Citrix Board regarding the status of the strategic process, including receipt of the October 18^th Proposal, and also provided certain business and financial updates. Among the items discussed were the Company’s preliminary results of operations for the third quarter of 2021, a potential strategic cost improvement/restructuring program, an update regarding the Wrike business, and planning for the Company’s upcoming third quarter earnings announcement. Also at the meeting, the Citrix Board determined, as a matter of convenience and efficiency given the expectation of continued discussions regarding the October 18^th Proposal and alternatives thereto and in light of Mr. Calderoni’s appointment as Interim Chief Executive Officer and President, to form a Transaction Committee of independent and disinterested directors to monitor and direct the process and procedures related to the review and evaluation of the October 18^th Proposal and any other proposals that the Company may receive with respect to a strategic transaction, as well as other potential strategic alternatives that may be available to enhance shareholder value (including continuing to operate as an independent company), and to make a recommendation to the Citrix Board regarding the advisability of any such transaction or other alternative. The Transaction Committee consisted of Nanci E. Caldwell (Lead Independent Director), Murray J. Demo, Robert E. Knowling, Jr., Peter J. Sacripanti and J. Donald Sherman. Throughout the Transaction Committee’s evaluation of a potential strategic transaction, the Transaction Committee conducted formal meetings, but its members were also in regular informal discussions with Citrix’s senior management and legal and financial advisors and with each other. In addition, the Transaction Committee met in executive session at each meeting with only the members of the committee and outside counsel present. Following the formation of the Transaction Committee, the representatives of Qatalyst Partners joined the meeting and provided a further update regarding the strategic process. In particular, the representatives of Qatalyst Partners reported that Elliott was the only party to have submitted a proposal regarding a potential transaction with the Company, and all of the other financial sponsors that had been participating in the strategic process had determined not to continue forward, other than Financial Sponsor F who was continuing to assess the opportunity of partnering with Elliott with respect to a potential transaction but had not joined Elliott in submitting the October 18^th Proposal. The representatives of Qatalyst Partners also reviewed a summary of the October 18^th Proposal. In addition, the representatives of Qatalyst Partners provided an update regarding the recent interactions with Strategic Buyer A and its decision not to submit a proposal at that time. Following discussion of next steps, the Transaction Committee directed Qatalyst Partners to engage with Elliott regarding Elliott’s sources of financing and the submission of a fully-financed proposal for consideration by the Transaction Committee. In this regard, the

Transaction Committee authorized Qatalyst Partners, in consultation with senior management, to approve the sharing of Citrix confidential information with potential debt and equity financing sources for Elliott when appropriate.

Beginning on October 21, 2021, representatives of Qatalyst Partners had a series of discussions with representatives of Elliott regarding possible sources of equity financing and potential next steps in connection with obtaining this financing. In addition, on October 26, 2021, Mr. Calderoni had a call with representatives of Financial Sponsor F to discuss their partnering with Elliott and the status of their due diligence review of the Company. During this conversation, the representatives of Financial Sponsor F indicated that they were not as far along with their work as Elliott and felt that they needed more time. Following these discussions, it was agreed that Financial Sponsor F would engage in further due diligence in conjunction with Elliott, with the expectation that Elliott and Financial Sponsor F would provide a revised, fully-financed proposal after approximately four to six weeks. Thereafter, Elliott and Financial Sponsor F engaged external advisors and conducted commercial, technical and financial due diligence regarding the Company, including the submission of various due diligence requests and numerous due diligence meetings with senior management of the Company at which representatives of Qatalyst Partners were present.

On November 3, 2021, the Citrix Board held a meeting at which members of senior management and representatives of Goodwin were present. At the meeting, senior management reviewed the Company’s results of operations for the third quarter of 2021 and proposed earnings guidance for the fourth quarter of the year. The Citrix Board also discussed a proposed strategic cost improvement/restructuring program and related restructuring charges, and declared the quarterly cash dividend. Immediately following this meeting, the Transaction Committee held a meeting at which members of senior management and a representative of Goodwin were present. Mr. Calderoni provided the Transaction Committee with an update on the strategic process, including the recent interactions with Elliott and Financial Sponsor F, and the status of the due diligence process.

On November 4, 2021, Citrix reported its results of operations for the third quarter of 2021 and moderated its fourth quarter revenue expectations, noting that the Company had underperformed its expectations during the year as it continued to face execution challenges. In addition, Citrix noted that it expected to announce a strategic cost improvement/restructuring program and related restructuring charges in the fourth quarter. Following this announcement, Citrix’s stock price closed at $95.10 per share.

On November 8, 2021, Mr. Cohn contacted Qatalyst Partners to request permission for Elliott and Financial Sponsor F to work with Financial Sponsor G. Financial Sponsor G had contacted Financial Sponsor F with an interest in partnering. After consultation with the Company, Qatalyst Partners informed Mr. Cohn that Elliott and Financial Sponsor F could work with Financial Sponsor G on a non-exclusive basis, subject to Financial Sponsor G executing an acceptable confidentiality agreement with the Company.

On November 11, 2021, Citrix entered into a confidentiality agreement with Financial Sponsor G. The confidentiality agreement included customary non-disclosure provisions and a standstill provision that prohibited Financial Sponsor G, for an agreed-upon period from the date of the agreement, from offering to acquire or acquiring Citrix, and from taking certain other actions, including soliciting proxies, without the prior consent of Citrix. The confidentiality agreement provided Financial Sponsor G with the ability to make confidential acquisition proposals to the Citrix Board at any time following Citrix’s entry into a definitive agreement with a third party providing for a sale of Citrix. In addition, the confidentiality agreement required Financial Sponsor G to obtain the Company’s consent prior to contacting any financing sources or teaming with other parties regarding a potential transaction with Citrix, which consent was provided for Financial Sponsor G to partner with Elliott and Financial Sponsor F on a non-exclusive basis.

On November 15, 2021, after consultation with the Company, Qatalyst Partners approved Elliott contacting a list of potential debt and equity financing sources. Thereafter, additional potential financing sources were requested and approved, including Financial Sponsor I, and certain of these financing sources and their representatives conducted due diligence regarding the Company.

Also on November 15, 2021, Citrix announced the approval of a strategic cost improvement/restructuring program, including the elimination of full-time positions, termination of certain contracts, and asset impairments, primarily related to facilities consolidations, as well as expected restructuring charges.

On November 19, 2021, Mr. Cohn contacted Qatalyst Partners to request permission for Elliott and Financial Sponsor F to work with Vista. A representative of Qatalyst Partners then contacted Vista to validate their interest in partnering with Elliott in a potential acquisition of Citrix. After consultation with the Company, Qatalyst Partners informed Mr. Cohn that Elliott and Financial Sponsor F could work with Vista on a non-exclusive basis with respect to an acquisition of the Company, subject to Vista executing an acceptable confidentiality agreement with the Company and there being no delay in the current timeline.

On November 23, 2021, Mr. Calderoni had a call with the Chief Executive Officer of Strategic Buyer B regarding the possibility of a merger between Strategic Buyer B and Citrix. During this call, and consistent with prior discussions of the Citrix Board, Mr. Calderoni indicated that the Company was open to engaging in further discussions if Strategic Buyer B were able to submit a proposal with a significant cash component and a meaningful premium to Citrix’s unaffected stock price. Neither party made an offer regarding price during this call.

Also on November 23, 2021, a representative of Qatalyst Partners had a call with the Chief Executive Officer of Strategic Buyer B regarding the possibility of a merger between Strategic Buyer B and Citrix. During this call, the Chief Executive Officer of Strategic Buyer B indicated he was interested in a merger with Citrix that could include some cash component and would evaluate whether to submit a proposal to the Citrix Board.

On November 24, 2021, Citrix entered into a confidentiality agreement with Vista. The confidentiality agreement included customary non-disclosure provisions and a standstill provision that prohibited Vista, for an agreed-upon period from the date of the agreement, from offering to acquire or acquiring Citrix, and from taking certain other actions, including soliciting proxies, without the prior consent of Citrix. The confidentiality agreement provided Vista with the ability to make confidential acquisition proposals to the Citrix Board at any time, including following Citrix’s entry into a definitive agreement with a third party providing for a sale of Citrix. In addition, the confidentiality agreement required Vista to obtain the Company’s consent prior to contacting any financing sources or teaming with other parties regarding a potential transaction with Citrix, which consent was provided for Vista to partner with Elliott on a non-exclusive basis.

On November 29, 2021, the Chief Executive Officer of Strategic Buyer B contacted Qatalyst Partners and indicated that Strategic Buyer B would not be able to submit a proposal that met the above-described criteria discussed with Mr. Calderoni during their November 23^rd call.

On December 5, 2021, Vista and Elliott submitted a written, non-binding indication of interest proposing to acquire all of the outstanding shares of Citrix for cash at a per share price of $110.00, subject to the completion of due diligence and the negotiation of a definitive agreement (the “December 5^th Proposal”). The December 5^th Proposal assumed the cash-out of Citrix’s outstanding vested equity awards and conversion of Citrix’s unvested equity awards into cash awards, which would remain subject to their current vesting schedules and other terms. The December 5^th Proposal provided that Vista and Elliott would finance the acquisition with a combination of equity financing and preferred equity and debt financing from third-party lenders, with the equity necessary to complete the acquisition being funded by investment funds and vehicles managed by Vista and Elliott and other select co-investors. With respect to the debt financing, the December 5^th Proposal referenced the highly confident letters that were previously obtained by Elliott and provided with the September 9^th Proposal and included a request for permission to engage with certain additional debt and preferred equity financing sources. Consistent with the prior proposals from Elliott, the December 5^th Proposal further indicated that, upon signing definitive agreements, the consummation of the transaction would not be subject to a financing contingency. The December 5^th Proposal included an expected timeline of three to four weeks to complete due diligence, obtain financing commitments, and negotiate definitive documentation. Neither Financial Sponsor F nor Financial Sponsor G was

included in the December 5^th Proposal. Following submission of the proposal, representatives of Qatalyst Partners had several conversations with representatives of each of Elliott and Financial Sponsor F during which Financial Sponsor F indicated that its current view on the Company’s valuation was considerably lower than that of Vista and Elliott. In addition, representatives of Qatalyst Partners had several conversations with representatives of each of Vista and Elliott during which Vista and Elliott indicated their view that the $110.00 per share price was a full price for the Company.

On December 6 and 7, 2021, the Citrix Board held a regularly-scheduled meeting at which the Citrix Board was provided with business and financial updates. Following the meeting of the Citrix Board on December 7, 2021, the Transaction Committee held a meeting at which members of senior management and representatives of each of Qatalyst Partners and Goodwin were present. At the meeting, the Transaction Committee reviewed updated financial projections for the remainder of fiscal year 2021 and fiscal years 2022 through 2026 prepared by senior management for use in the strategic process (see the “December Projections” included in the section of this proxy statement titled “—Certain Financial Projections”). The December Projections rolled forward the September Projections to reflect Citrix’s actual results for the third quarter of fiscal year 2021, an updated forecast for the fourth quarter of the fiscal year, and refinements to the Company’s strategic cost improvement/restructuring program arising from the implementation of the program. Members of senior management reviewed with the Transaction Committee the related methodology, underlying assumptions, and potential opportunities and risks in achieving the December Projections. As part of this discussion, the Transaction Committee considered the execution challenges that Citrix is facing, the risks associated with Citrix’s business model transition, and market dynamics. Following discussion of these matters, the Transaction Committee approved the December Projections for use by Qatalyst Partners in its financial analysis. The representatives of Goodwin reviewed with the members of the Transaction Committee their fiduciary duties in this context. The representatives of Qatalyst Partners then provided an update regarding the strategic process, including the recent interactions with Vista, Elliott, Financial Sponsor F, Financial Sponsor G, and Strategic Buyer B. It was noted that initial conversations with Strategic Buyer B were followed by a pause while Strategic Buyer B was pursuing other opportunities. Mr. Calderoni reported on his recent conversation with the Chief Executive Officer of Strategic Buyer B. The representatives of Qatalyst Partners then reviewed a summary of the December 5^th Proposal and status of the related financing. In addition, the representatives of Qatalyst Partners reviewed the trading history of Citrix’s common stock, selected transaction statistics, and a financial overview and selected statistics regarding Citrix. The representatives of Qatalyst Partners then reviewed certain preliminary financial analyses related to the December 5^th Proposal, including an illustrative preliminary discounted cash flow analysis based on the December Projections and related illustrative sensitivity scenarios that reflected lower revenue growth rates and operating margin assumptions approved by senior management of the Company, which illustrative sensitivity scenarios were prepared to allow the Transaction Committee to consider the December Projections in light of the execution challenges facing the Company. Following discussion of next steps, the Transaction Committee determined to continue discussions with Vista and Elliott regarding the December 5^th Proposal and directed Qatalyst Partners to inform Vista and Elliott that, while they could proceed with their confirmatory due diligence, the Transaction Committee expected to engage in price discussions following finalization of the financing plan. The Transaction Committee also directed Qatalyst Partners to contact Strategic Buyer A and Financial Sponsor B to determine whether they had interest in resuming discussions with the Company.

Thereafter, at the direction of the Transaction Committee, representatives of Qatalyst contacted each of Strategic Buyer A and Financial Sponsor B and asked if they were interested in resuming discussions with the Company regarding a potential transaction. Strategic Buyer A indicated that it was not interested in resuming discussions because Strategic Buyer A had decided not to pursue the Citrix opportunity at that time. Financial Sponsor B indicated that it was unlikely to be interested in resuming discussions but would re-evaluate their interest and inform Qatalyst Partners if their position were to change.

Beginning on December 10, 2021, Citrix provided Vista, Elliott and their respective representatives and approved financing sources with confirmatory due diligence materials, and engaged in a number of conference calls to discuss items on confirmatory due diligence request lists subsequently provided by Vista and Elliott.

On December 15, 2021, Citrix’s senior management provided a presentation regarding the Company to representatives of Vista and Elliott in Fort Lauderdale, Florida with representatives of Qatalyst Partners in attendance, followed by a dinner between members of senior management and representatives of Vista and Elliott. As part of this presentation, Citrix’s senior management reviewed the December Projections with the representatives of Vista and Elliott. Thereafter, Citrix’s senior management conducted a number of due diligence sessions with representatives of each of Vista and Elliott regarding business, operational, financial, legal and tax matters, at which representatives of Qatalyst Partners were in attendance. At no point during the meetings between Citrix’s senior management and representatives of Vista and Elliott was any post-closing employment or compensation discussed.

On December 16, 2021, Goodwin provided an initial draft of the Merger Agreement to representatives of Kirkland & Ellis LLP (“Kirkland”), outside counsel to Vista, and Gibson Dunn, reflecting Citrix’s desired terms should the Company, Vista and Elliott determine to proceed with a transaction.

On December 18, 2021, representatives of Vista contacted Qatalyst Partners to inform Qatalyst Partners that they intended to include one of Vista’s portfolio companies, TIBCO Software Inc., as part of the transaction, with Vista’s equity contribution consisting of its equity in TIBCO. TIBCO is a global leader in enterprise data management.

On December 19, 2021, the representatives of Vista and Elliott provided an updated timeline to signing and sources and uses of funds for a potential transaction reflecting the proposed inclusion of TIBCO.

On December 20, 2021, representatives of Goodwin had a discussion with representatives of Kirkland and Gibson Dunn regarding the addition of TIBCO to the proposed transaction and related structuring considerations.

After the close of trading on December 20, 2021, Bloomberg published an article reporting that Elliott and Vista were considering a joint bid to acquire Citrix and that Vista could use TIBCO as part of the bid. Citrix’s closing stock price immediately prior to the publication of this article was $83.65 per share.

On December 28, 2021, the Transaction Committee held a meeting at which members of senior management and representatives of each of Qatalyst Partners and Goodwin were present. At the meeting, senior management provided an updated forecast regarding the financial results for the fourth quarter of 2021. The representatives of Goodwin reviewed with the members of the Citrix Board their fiduciary duties in this context. The representatives of Qatalyst Partners provided an update regarding the strategic process, including the recent interactions with Vista, Elliott, Strategic Buyer A, and Financial Sponsor B. The representatives of Qatalyst Partners reported that, at the direction of the Transaction Committee, they had contacted Strategic Buyer A and Financial Sponsor B, and neither party was interested in resuming discussions with the Company regarding a potential transaction. The representatives of Qatalyst Partners again reviewed a summary of the December 5^th Proposal and discussed the inclusion of TIBCO as proposed by Vista and Elliott, including an updated sources and uses of funds, illustrative transaction multiples, and the timeline to signing proposed by Vista and Elliott. The representatives of Qatalyst Partners also reviewed an illustrative unaffected stock price analysis as well as illustrative transaction statistics. In addition, the representatives of Qatalyst Partners provided an overview of TIBCO. Representatives of Citrix’s senior management and Goodwin provided an update on the status of due diligence, and the representatives of Goodwin also summarized certain key provisions of the draft Merger Agreement. The meeting participants also discussed a potential timeline for a transaction if one were to proceed, including that the appropriate timing for discussions among the parties regarding a potential retention bonus program for Citrix employees and other compensation-related matters was only after price was agreed to by the parties. The meeting participants then discussed a potential counterproposal to Vista and Elliott regarding price and related terms to be made once the financing plan was known with more certainty. As part of this discussion, it was noted that Vista and Elliott had indicated their view that the $110.00 per share included in the December 5^th Proposal was a full offer for the Company, and therefore, it was unlikely that a counterproposal from the Citrix Board would result in Vista and Elliott bidding higher than $110.00 per share given the financing

complexities associated with a transaction of this size and recent market dynamics. Following this discussion, and as a tactical negotiation matter, the Transaction Committee authorized Qatalyst Partners to make a counterproposal for a potential transaction at a price of $120.00 per share in cash. The Transaction Committee also authorized Qatalyst Partners, at the appropriate time, to propose (1) continuation of the Company’s quarterly cash dividend through the closing, (2) a termination fee payable by Citrix under certain circumstances equal to 2.5% of equity value (or 1.0% of equity value during a go-shop period that had been included in the initial draft of the Merger Agreement), and (3) a reverse termination fee payable by Vista and Elliott under certain circumstances equal to 7.5% of equity value. In addition, at this meeting, the Transaction Committee reviewed customary relationship disclosure during the preceding two-year period made available by Qatalyst Partners regarding Vista, as well as updated disclosure regarding Elliott.

On December 30, 2021, representatives of Kirkland provided a revised draft of the Merger Agreement to Goodwin, and on January 13, 2021, representatives of Goodwin provided a revised draft of the Merger Agreement back to Kirkland. Thereafter, representatives of Goodwin, on behalf of Citrix, and representatives of Kirkland and Gibson Dunn, on behalf of Vista and Elliott respectively, conducted a number of conference calls regarding the Merger Agreement and due diligence matters and exchanged drafts of the Merger Agreement and related documentation. Among other items in the draft Merger Agreement, the parties negotiated (1) the definition of “Company Material Adverse Effect”, which generally defines the standard for closing risk, (2) the efforts required by Vista and Elliott to obtain the financing related to the Merger and Citrix’s obligations to cooperate with these financing efforts, (3) the efforts by Vista and Elliott to obtain the required regulatory approvals, (4) the provisions relating to the rights of the Citrix Board to change its recommendation to stockholders in the case of an intervening event or superior proposal, (5) whether the Merger Agreement would include a go-shop provision, (6) the amount and terms of the termination fees payable by Citrix in the event that Citrix were to terminate the Merger Agreement to accept a superior proposal, (7) the amount and terms of the reverse termination fee payable to Citrix under certain circumstances, (8) the treatment of outstanding Citrix equity awards and covenants regarding employee benefit matters applicable to Citrix employees generally, and (9) the Company’s representations, warranties and interim operating covenants.

On January 7, 2022, Mr. Calderoni provided the members of the Transaction Committee with a summary of the Company’s preliminary results of operations for the fourth quarter of 2021.

During the week of January 10, 2022, Citrix’s senior management presented a management overview of the Company to certain potential financing sources of Vista and Elliott, and the leader of the Wrike business also made a presentation to certain of these financing sources.

On January 14, 2022, Bloomberg published an article reporting that Elliott and Vista were in advanced talks to acquire Citrix.

On January 15, 2022, representatives of Qatalyst Partners had a call with representatives of each of Vista and Elliott to discuss the proposed price and implied transaction multiples. During this conversation, at the direction of the Transaction Committee, the representatives of Qatalyst Partners made a counterproposal for a potential transaction at a price of $120.00 per share in cash, and also proposed (1) continuation of the Company’s quarterly cash dividend through the closing, (2) a termination fee payable by Citrix under certain circumstances equal to 2.5% of equity value (or 1.0% of equity value during a go-shop period to be included in the Merger Agreement), and (3) a reverse termination fee payable by Vista and Elliott under certain circumstances equal to 7.5% of equity value. The representatives of Qatalyst Partners requested feedback on this proposal by January 18^th.

On January 18, 2022, representatives of Qatalyst Partners had a further call with representatives of each of Vista and Elliott to discuss the proposed price and transaction status. During this conversation, the representatives of Vista and Elliott indicated that they would not increase their offer price above $110.00 per share, noting recent tech market volatility and macroeconomic weakness. The representatives of Vista and Elliott also provided an update on their financing. The representatives of Vista and Elliott were unwilling to agree to a go-shop period

and proposed a termination fee payable by Citrix under certain circumstances equal to 3.0% of equity value and a reverse termination fee payable by Vista and Elliott under certain circumstances equal to 5.0% of equity value. Vista and Elliott also indicated that they were open to allowing Citrix to continue paying its quarterly cash dividend in the ordinary course between signing and closing of a transaction.

Later on January 18, 2022, the Transaction Committee held a meeting at which members of senior management and representatives of each of Qatalyst Partners and Goodwin were present. At the meeting, the representatives of Qatalyst Partners provided an update regarding the strategic process, including the recent interactions with Vista and Elliott. The representatives of Qatalyst Partners then reviewed an updated sources and uses of funds provided by Vista and Elliott, as well as information regarding the near-term trading of Citrix’s common stock and selected transaction statistics. The representatives of Goodwin again reviewed with the members of the Transaction Committee their fiduciary duties in this context. Following discussion of next steps, and as a tactical negotiation matter, the Transaction Committee directed Qatalyst Partners to inform Vista and Elliott that the price should be higher than $110.00 per share. In addition, the Transaction Committee determined to proceed without a go-shop provision given the scope of the market check conducted by the Citrix Board with the assistance of Qatalyst Partners, as well as the media reports and persistent public speculation regarding a transaction that had resulted in several inbound calls. The Transaction Committee also authorized Qatalyst Partners to accept the proposal for a termination fee payable by the Company equal to 3.0% of equity value, subject to Vista and Elliott agreeing to a reverse termination fee equal to 6.0% of equity value. Following the Transaction Committee meeting, on January 18 and 19, 2022, representatives of Qatalyst Partners had further calls with representatives of Vista and Elliott to discuss the proposed price and transaction status. During these calls, the representatives of Qatalyst Partners informed Vista and Elliott that the price should be higher than $110.00 per share, and proposed a per share price increase of $2.00 with Citrix foregoing the payment of cash dividends between signing and closing. The representatives of Qatalyst Partners also reported that the Company would agree to no go-shop process and a termination fee payable by the Company equal to 3.0% of equity value as proposed by Vista and Elliott, subject to their agreement to a reverse termination fee equal to 6.0% of equity value. The representatives of each of Vista and Elliott indicated that they were not in a position to have further discussions regarding the price until they had finalized their financing plan for the transaction, but agreed to the termination fee and reverse termination fee proposal.

On January 19, 2022, Kirkland provided Goodwin with a draft of the Debt Commitment Letter.

On January 20, 2022, members of Citrix’s senior management and representatives of Qatalyst Partners had a call with representatives of each of Vista and Elliott during which management reviewed Citrix’s fourth quarter financial results.

On January 27, 2022, Kirkland provided Goodwin with a draft of the Preferred Equity Commitment Letter.

On January 28, 2022, following the finalization of their financing plan for the transaction, representatives of Vista and Elliott contacted Qatalyst Partners to continue the price negotiations. During this conversation, the representatives of Vista and Elliott proposed a new purchase price of $103.51 per share contingent upon: (1) no further dividend payments by Citrix; (2) no accelerated vesting of outstanding equity awards as a result of the closing of the Merger; (3) no further grants of equity awards prior to closing of the Merger; and (4) Citrix’s repatriation of cash prior to closing as may be requested by Vista and Elliott. The representatives of Vista and Elliott indicated that the lower purchase price reflected Vista and Elliott’s best and final offer and was the result of the cost and terms of the final financing package, elevated geopolitical uncertainty in Russia especially with respect to its potential impact on Wrike, and other confirmatory diligence findings discovered since the December 5^th Proposal. The representatives of Vista and Elliott noted that the debt commitment had been increased to $15.0 billion and included more expensive terms than anticipated, the preferred equity of $2.5 billion was at the low end of the expected range and included more expensive terms than anticipated, and the common equity of $2.275 billion would be provided by Elliott. Mr. Cohn similarly contacted Mr. Calderoni to confirm the best and final purchase price and related considerations.

Later on January 28, 2022, the Transaction Committee held a meeting at which members of senior management and representatives of each of Qatalyst Partners and Goodwin were present. At the meeting, the representatives of Qatalyst Partners provided an update regarding the recent interactions with Vista and Elliott. The representatives of Qatalyst Partners then summarized the proposal of Vista and Elliott from earlier in the day, including their proposed financing plan. The representatives of Qatalyst Partners then reviewed information regarding the near-term trading of Citrix’s common stock, selected transaction statistics, and an illustrative discounted cash flow analysis and related illustrative sensitivity scenarios. Following consideration of the execution challenges that Citrix is facing, the risks associated with Citrix’s business model transition, Citrix’s historical and projected financial performance, and market dynamics, the Transaction Committee agreed that it was in the best interests of Citrix and its stockholders to proceed with a transaction with Vista and Elliott on the terms proposed, subject to satisfactory negotiation of the Merger Agreement and related documentation. However, the Transaction Committee directed Qatalyst Partners to request that Vista and Elliott increase the purchase price to $104.00. Following the meeting, representatives of Qatalyst Partners contacted representatives of Vista and Elliott to inform them that the Company was prepared to proceed with a transaction at $104.00 per share and move expeditiously toward announcement. The representatives of Vista and Elliott agreed to proceed accordingly.

On January 29 and 30, 2022, representatives of each of Citrix, Vista, Elliott, Goodwin, Kirkland and Gibson Dunn exchanged drafts of, and had multiple conference calls to discuss and resolve the open items in, the Merger Agreement, the Voting Agreement, the Financing Commitment Letters, the Guarantees, and related documentation. In addition, Citrix made its first communications to Vista and Elliott regarding proposals for the Company’s annual compensation cycle adjustments for non-executive employees scheduled in the ordinary course for March 2022 and a $20.0 million retention bonus program for unspecified Citrix employees. The parties determined to defer further discussion of these items until after the execution of the Merger Agreement and no agreements with respect to these matters were included in the Merger Agreement.

On January 30, 2022, the Transaction Committee and the Citrix Board held a joint meeting, at which members of senior management and representatives of each of Qatalyst Partners and Goodwin were present, to consider approval of the proposed transaction with Vista and Elliott. At the meeting, representatives of Qatalyst Partners, Goodwin and senior management updated the Citrix Board regarding the recent interactions with Vista and Elliott and the status of the definitive transaction documentation and financing commitments. Qatalyst Partners reviewed with the Citrix Board, including all members of the Transaction Committee, Qatalyst Partners’ financial analyses of the per share consideration of $104.00 in cash, without interest, to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Citrix common stock, which included an illustrative discounted cash flow analysis based on each of the December Projections and an illustrative sensitivity scenario reflecting a downside case to the December Projections prepared by Citrix’s senior management and based on the execution challenges facing Citrix (this sensitivity scenario was among, but not the lowest of, the illustrative sensitivity scenarios included in the analysis reviewed by the Transaction Committee at its December 7^th meeting) (see the section of this proxy statement titled “—Certain Financial Projections—Summary of Unlevered Free Cash Flows”). The representatives of Goodwin reviewed the fiduciary duties of the directors in this context and, thereafter, reviewed the terms of the proposed Merger Agreement and the related documentation. Qatalyst Partners then delivered to the Citrix Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated January 31, 2022, to the effect that, as of January 31, 2022, and based on and subject to the various assumptions made, procedures followed, qualifications, limitations and other matters considered in connection with preparation of such opinion as set forth therein, the per share consideration of $104.00 in cash, without interest, to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Citrix common stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders. Qatalyst Partners’ opinion is more fully described in the section of this proxy statement titled “—Opinion of Qatalyst Partners”. Following discussion and consideration of the Merger Agreement and the other transactions contemplated by the Merger Agreement (including the factors described in the section titled “—Reasons for the Merger; Recommendation of the Citrix Board”), the Transaction Committee unanimously adopted resolutions