CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement, and any documents to which Citrix refers to in this proxy statement, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company generally identifies forward-looking statements by terminology such as “may,” “will,” “should,” “might,” “expects,” “plans,” “seeks,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words or expressions or other comparable terminology that convey the uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control, and are not guarantees of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These statements are only predictions. The Company has based these forward-looking statements largely on its then-current expectations and projections about future events and financial trends as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. The Company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including, but not limited to:
| • | the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; |
| • | the failure of the parties to satisfy conditions to completion of the Merger, including the failure of our stockholders to adopt the Merger Agreement; |
| • | the failure to obtain, or any delay in obtaining, required regulatory approvals to the completion of the Merger (or the imposition of any conditions, limitations or restrictions on such approvals); |
| • | the failure to obtain the necessary financing arrangements set forth in the debt and equity commitment letters delivered pursuant to the Merger Agreement as a result of uncertainty or adverse developments in the debt or equity capital markets or otherwise; |
| • | the effect of the announcement or pendency of the Merger on our ability to retain and hire key personnel and maintain relationships with key business partners and customers, and others with whom we do business, or on our operating results and businesses generally; |
| • | the response of competitors to the proposed transaction; |
| • | risks associated with the disruption of management’s attention from the Company’s ongoing business operations due to the pendency of the Merger; |
| • | the ability to meet expectations regarding the timing and completion of the Merger; |
| • | significant costs associated with the proposed transaction which are payable in many cases even if the Merger is not completed; |
| • | the risk that the Merger Agreement may be terminated in certain circumstances that require us to pay Parent a termination fee of $409 million; |
| • | potential litigation or other legal or regulatory proceedings relating to the Merger; |
| • | restrictions during the pendency of the Merger that may impact our ability to pursue certain business opportunities; |
| • | the possibility that competing offers will be made; |
| • | the fact that under the terms of the Merger Agreement, the Company is unable to solicit other acquisition proposals; |
| • | changes in our business or in our businesses’ operating prospects, including potential business uncertainty during the pendency of the Merger that could affect our financial performance; |
| • | changes in domestic and global economic, political or market conditions or industry conditions that may affect our financial performance or the timing or success of the Merger; |
| • | unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, cyberterrorism or cybercrime or outbreak of war or hostilities, as well as Citrix’s response to any of the aforementioned factors; and |
| • | risks that our stock price may decline significantly if the Merger is not completed. |
Other factors that may cause actual results to differ materially include those set forth in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and subsequent reports filed with the SEC, as well as other documents that may be filed by the Company from time to time with the SEC. See the section of this proxy statement titled “Where You Can Find Additional Information.” These forward-looking statements reflect Citrix’s expectations as of the date of this proxy statement. Citrix undertakes no obligation to update the information provided herein. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date hereof.
