Opinion of Qatalyst Partners

Commitment Letter or the Preferred Equity Commitment Letter, Citrix will not be able to specifically enforce Parent’s obligations to complete the Merger and may only be entitled to receive the Parent termination fee as provided under the Merger Agreement;

•

the fact that completion of the Merger requires certain regulatory clearances and consents, including under applicable antitrust laws and certain foreign investment laws;

•

the risk of litigation;

•

the fact that the consideration consists of cash and will therefore be taxable to Citrix stockholders who are subject to taxation for U.S. federal income tax purposes; and

•

the interests that certain Citrix directors and executive officers may have with respect to the Merger, in addition to their interests as Citrix stockholders generally, as described in the section of this proxy statement titled “—Interests of the Company’s Directors and Executive Officers in the Merger.”

The preceding discussion of the information and factors considered by the Citrix Board and the Transaction Committee is not, and is not intended to be, exhaustive. In light of the variety of factors considered in connection with their evaluation of the Merger and the complexity of these matters, the Citrix Board and the Transaction Committee did not find it practicable to, and did not, quantify or otherwise attempt to rank or assign relative weights to the various factors considered in reaching their respective determinations. In considering the factors described above and any other factors, individual members of the Citrix Board and the Transaction Committee may have viewed factors differently or given different weight, merit or consideration to different factors. In addition, the Citrix Board and the Transaction Committee did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Citrix Board or the Transaction Committee, but rather the Citrix Board and the Transaction Committee conducted an overall review of the factors described above, including discussions with Citrix’s senior management and legal and financial advisors.

The foregoing discussion of the reasoning of the Citrix Board and the Transaction Committee and certain information presented in this section is forward-looking in nature and, therefore, the information should be read in light of the factors discussed in the section of this proxy statement titled “Cautionary Note Regarding Forward-Looking Statements.”

Opinion of Qatalyst Partners

Citrix retained Qatalyst Partners to act as financial advisor to the Citrix Board in connection with a potential transaction such as the Merger and to evaluate whether the merger consideration 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. Citrix selected Qatalyst Partners to act as Citrix’s financial advisor based on Qatalyst Partners’ qualifications, expertise, reputation and knowledge of Citrix’s business and the industry in which Citrix operates. Qatalyst Partners has provided its written consent to the reproduction of its opinion in this proxy statement. At the meeting of the Citrix Board on January 30, 2022, Qatalyst Partners rendered to the Citrix Board its oral opinion, subsequently confirmed in writing, that, as of January 31, 2022, 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 merger consideration 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. Following the meeting, Qatalyst Partners delivered its written opinion, dated January 31, 2022, to the Citrix Board.

The full text of the opinion of Qatalyst Partners, dated as of January 31, 2022, is attached to this proxy statement as Annex C and is incorporated into this proxy statement by reference. The opinion sets forth, among other things, the various assumptions made, procedures followed, qualifications, limitations and other matters considered by Qatalyst Partners in rendering its opinion. You should read the opinion carefully in its entirety. Qatalyst Partners’ opinion was provided to the Citrix Board and addressed only, as of January 31, 2022, the fairness, from a financial point of view, of the merger consideration 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), to such holders. It does not address any other aspect of the Merger. It does not constitute a recommendation to any Citrix stockholder as to how to vote with respect to the Merger or any other matter and does not in any manner address the price at which the shares of Citrix common stock will trade at any time. The summary of Qatalyst Partners’ opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached to this proxy statement as Annex C.

For purposes of its opinion, Qatalyst Partners reviewed the Merger Agreement, certain related documents and certain publicly available financial statements and other business and financial information of Citrix. Qatalyst Partners also reviewed certain forward-looking information relating to Citrix prepared by management of Citrix, including the December Projections (see the section of this proxy statement captioned “—Certain Financial Projections—Summary of December Projections”). Additionally, Qatalyst Partners discussed the past and current operations and financial condition and the prospects of Citrix with senior management of Citrix. Qatalyst Partners also reviewed the historical market prices and trading activity for Citrix common stock and compared the financial performance of Citrix and the prices and trading activity of Citrix common stock with that of certain other selected publicly traded companies and their securities. In addition, Qatalyst Partners reviewed the financial terms, to the extent publicly available, of selected acquisition transactions and performed such other analyses, reviewed such other information and considered such other factors as it deemed appropriate.

In arriving at its opinion, Qatalyst Partners assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to, or discussed with, Qatalyst Partners by Citrix. With respect to the December Projections, Qatalyst Partners was advised by Citrix’s management, and Qatalyst Partners assumed, that the December Projections had been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Citrix of the future financial performance of Citrix and other matters covered thereby. Qatalyst Partners assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement, without any modification, waiver or delay. In addition, Qatalyst Partners assumed that in connection with the receipt of all the necessary approvals of the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that could have an adverse effect on Citrix or the contemplated benefits expected to be derived in the proposed Merger. Qatalyst Partners did not make any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Citrix or its affiliates, nor was Qatalyst Partners furnished with any such evaluation or appraisal. In addition, Qatalyst Partners relied, without independent verification, upon the assessment of the management of Citrix as to the existing and future technology and products of Citrix and the risks associated with such technology and products. Qatalyst Partners’ opinion has been approved by Qatalyst Partners’ opinion committee in accordance with Qatalyst Partners’ customary practice. Qatalyst Partners’ opinion does not constitute a recommendation as to how to vote with respect to the Merger or any other matter and does not in any manner address the price at which the shares of Citrix common stock will trade at any time.

Qatalyst Partners’ opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of its opinion. Events occurring after the date of the opinion may affect Qatalyst Partners’ opinion and the assumptions used in preparing it, and Qatalyst Partners did not assume any obligation to update, revise or reaffirm its opinion. Qatalyst Partners’ opinion did not address the underlying business decision of Citrix to engage in the Merger, or the relative merits of the Merger as compared to any strategic alternatives that may be available to Citrix. Qatalyst Partners’ opinion is limited to the fairness, from a financial point of view, of the merger consideration 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), and Qatalyst Partners expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the officers, directors or employees of Citrix or any of its affiliates, or any class of such persons, relative to such consideration. Qatalyst Partners also expressed no opinion regarding the consideration to be received under the Merger Agreement by any holder of shares of Citrix common stock other than in such holder’s capacity as a holder of shares of Citrix common stock.

The following is a summary of the material analyses performed by Qatalyst Partners in connection with its opinion dated January 31, 2022. The analyses and factors described below must be considered as a whole; considering any portion of such analyses or factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Qatalyst Partners’ opinion. For purposes of its analyses, Qatalyst Partners utilized both the December Projections and the consensus of third-party research analysts’ projections of the future performance of Citrix as of January 28, 2022 (“Analyst Projections”). Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Qatalyst Partners, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Qatalyst Partners’ financial analyses.

Illustrative Discounted Cash Flow Analysis

Qatalyst Partners performed an illustrative discounted cash flow analysis, which is designed to imply a range of potential per-share present values for Citrix common stock as of December 31, 2021 (which is the end of Citrix’s most recent completed fiscal year and most recent balance sheet date) by:

•

adding:

(a)

the implied net present value of the estimated future unlevered free cash flows of Citrix, based on the December Projections, for calendar year 2022 through calendar year 2025 (which implied present value was calculated by using a range of discount rates of 8.0% to 9.5%, based on an estimated weighted average cost of capital for Citrix); and

(b)

the implied net present value of a corresponding terminal value of Citrix, calculated by multiplying the estimated unlevered free cash flow for calendar year 2026 of approximately $1,509 million based on the December Projections (noting that such number was based on a long-term cash tax rate of 13.0%, as provided by Citrix management), by a range of multiples of fully diluted enterprise value to next-twelve-months estimated unlevered free cash flow of 12.0x to 17.0x (which were chosen based on Qatalyst Partners’ professional judgment) and discounted to present value using the same range of discount rates used in item (a) above; and

(c)

Citrix’s estimated cash and cash equivalents of $542 million as of December 31, 2021, as provided by Citrix management;

•

subtracting the estimated $3,350 million face value of Citrix’s outstanding debt as of December 31, 2021, as provided by Citrix management; and

•

dividing the resulting amount by the number of fully diluted shares of Citrix common stock (calculated utilizing the treasury stock method), which takes into account restricted stock units, performance-based restricted stock units and in-the-money stock options as of January 26, 2022, all of which amounts were provided by Citrix’s management, with each of the above-referenced estimated future unlevered free cash flows and terminal value having also been adjusted for the degree of estimated dilution to current stockholders through each respective applicable period (approximately 1.5% annually through calendar year 2025) due to the estimated net effects of equity issuances and cancellations related to future equity compensation, based on estimates of future dilution provided by Citrix management.

Based on the calculations set forth above, this analysis implied a range of per share values for Citrix common stock of approximately $96.08 to $141.80.

Qatalyst Partners also performed an illustrative discounted cash flow analysis based on an illustrative sensitivity scenario reflecting a downside case to the December Projections (as provided by Citrix management) (see the section of this proxy statement captioned “—Certain Financial Projections—Summary of Unlevered Free Cash Flows”), which is designed to imply a range of potential per-share present values for Citrix common stock as of December 31, 2021 (which is the end of Citrix’s most recent completed fiscal year and most recent balance sheet date) by:

•

adding:

(a)

the implied net present value of the estimated future unlevered free cash flows of Citrix, based on sensitivity to the December Projections, for calendar year 2022 through calendar year 2025 (which implied present value was calculated by using a range of discount rates of 8.0% to 9.5%, based on an estimated weighted average cost of capital for Citrix); and

(b)

the implied net present value of a corresponding terminal value of Citrix, calculated by multiplying the estimated unlevered free cash flow in calendar year 2026 of approximately $1,283 million based on sensitivity to the December Projections (noting that such number was based on a long-term cash tax rate of 13.0%, as provided by Citrix management), by a range of multiples of fully diluted enterprise value to next-twelve-months estimated unlevered free cash flow of 12.0x to 17.0x (which were chosen based on Qatalyst Partners’ professional judgment) and discounted to present value using the same range of discount rates used in item (a) above; and

(c)

Citrix’s estimated cash and cash equivalents of $542 million as of December 31, 2021, as provided by Citrix management;

•

subtracting the estimated $3,350 million face value of Citrix’s outstanding debt as of December 31, 2021, as provided by Citrix management; and

•

dividing the resulting amount by the number of fully diluted shares of Citrix common stock (calculated utilizing the treasury stock method), which takes into account restricted stock units, performance-based restricted stock units and in-the-money stock options as of January 26, 2022, all of which amounts were provided by Citrix’s management, with each of the above-referenced estimated future unlevered free cash flows and terminal value having also been adjusted for the degree of estimated dilution to current stockholders through each respective applicable period (approximately 1.5% annually through calendar year 2025) due to the estimated net effects of equity issuances and cancellations related to future equity compensation, based on estimates of future dilution provided by Citrix management.

Based on the calculations set forth above, this analysis implied a range of per share values for Citrix common stock of approximately $80.04 to $118.94.

Selected Companies Analysis

Qatalyst Partners compared selected financial information and public market multiples for Citrix with publicly available information and public market multiples for selected companies, which were selected by Qatalyst Partners in its professional judgment, based on factors including that they are publicly traded companies in similar lines of business to Citrix, have a similar business model, have similar financial performance or have other relevant or similar characteristics.

Based upon the Analyst Projections for calendar year 2022, and using the closing trading prices as of January 28, 2022, for shares of the selected companies, Qatalyst Partners calculated, among other things, the implied fully

diluted enterprise value divided by the estimated consensus earnings before interest, taxes, depreciation and amortization (“EBITDA”) for calendar year 2022 (the “CY2022E EBITDA Multiples”) for each of the selected companies.

Based upon the Analyst Projections for calendar year 2022, and using the closing prices as of January 28, 2022, for shares of the selected companies, Qatalyst Partners calculated, among other things, the implied fully diluted equity value divided by the estimated consensus levered free cash flow for calendar year 2022 (the “CY2022E LFCF Multiples”) for each of the selected companies.

The companies used in this comparison are listed below:

Selected Companies		CY2022E EBITDA Multiples				CY2022E LFCF Multiples
Selected Mid-Cap Software Companies
Box, Inc.			16.9x				17.2x
Check Point Software Technologies LTD.			11.2x				13.9x
Dropbox, Inc.			11.8x				12.7x
Informatica Inc.			22.9x				24.8x
Open Text Corporation			11.1x				12.9x
SolarWinds Corporation			11.0x				10.8x
TeamViewer AG			11.8x				13.8x
Teradata Corporation			10.3x				12.0x
VMware, Inc.			13.8x				14.5x
Selected Networking Companies
Akamai Technologies, Inc.			13.4x				22.2x
F5, Inc.			12.3x				19.1x
Juniper Networks Inc.			11.2x				16.1x
Selected Large-Cap Diversified Technology Companies
Cisco Systems, Inc.			11.4x				15.2x
International Business Machines Corporation (IBM)			10.3x				11.1x
Oracle Corporation			13.4x				22.5x
SAP SE			14.5x				26.4x

The CY2022E EBITDA Multiple for Citrix was 13.0x based on the Analyst Projections, and the fully diluted enterprise value of Citrix was calculated using the unaffected five-day volume weighted average closing price as of December 7, 2021 (the last trading day before market speculation regarding a potential transaction).

Based on the analysis of the CY2022E EBITDA Multiples for the selected companies and the application of its professional judgment, Qatalyst Partners selected a representative range of 10.0x to 13.5x and applied this range to each of Citrix’s estimated calendar year 2022 EBITDA: $1,216 million based on the December Projections, and $1,031 million based on the Analyst Projections. Based on the number of fully diluted shares of Citrix common stock (calculated utilizing the treasury stock method), which takes into account restricted stock units, performance-based restricted stock units and in-the-money stock options as of January 26, 2022, all of which amounts were provided by Citrix’s management, this analysis implied a range of per share values for Citrix common stock of approximately $70.78 to $103.22 based on the December Projections and approximately $56.71 to $84.22 based on the Analyst Projections.

The CY2022E LFCF Multiple for Citrix was 12.4x based on the Analyst Projections, and the fully diluted equity value of Citrix was calculated using the unaffected five-day volume weighted average closing price as of December 7, 2021 (the last trading day before market speculation regarding a potential transaction).

Based on the analysis of the CY2022E LFCF Multiples for each of the selected companies and the application of its professional judgment, Qatalyst Partners selected a representative range of 11.0x to 14.5x and applied this range to each of Citrix’s estimated calendar year 2022 levered free cash flow: $802 million based on the December Projections, and $844 million based on the Analyst Projections. Based on the number of fully diluted shares of Citrix common stock (calculated utilizing the treasury stock method), which takes into account restricted stock units, performance-based restricted stock units and in-the-money stock options as of January 26, 2022, all of which amounts were provided by Citrix’s management, this analysis implied a range of per share values for Citrix common stock of approximately $67.38 to $88.78 based on the December Projections and approximately $70.86 to $93.37 based on the Analyst Projections.

No company included in the selected companies analysis is identical to Citrix. In evaluating the selected companies, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions, and other matters. Many of these matters are beyond the control of Citrix, such as the impact of competition on Citrix’s business and the industry in general, industry growth and the absence of any material adverse change in Citrix’s financial condition and prospects or the industry or in the financial markets in general. Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected company data.

Selected Transactions Analysis

Qatalyst Partners compared 24 selected public software transactions announced since 2010 that had an announced fully diluted enterprise value of greater than $1 billion and involved target companies having less than 10% next-twelve months revenue growth and greater than 10% next-twelve months EBITDA margin, which transactions were selected by Qatalyst Partners in its professional judgment.

For each of the transactions listed above, Qatalyst Partners reviewed, among other things, (i) the implied fully diluted enterprise value of the target company as a multiple of third-party research analyst consensus estimates of the next-twelve-months revenue of the target company (“NTM Revenue Multiple”); and (ii) the implied fully diluted enterprise value of the target company as a multiple of third-party research analyst consensus estimates of the next-twelve-months EBITDA of the target company (“NTM EBITDA Multiple”).

These transactions are listed below:

Announcement Date		Target		Acquiror		NTM Revenue Multiple		NTM EBITDA Multiple
12/20/21		Cerner Corporation		Oracle Corporation		4.8x		14.1x
08/05/21		Cornerstone OnDemand, Inc.		Clearlake Capital Group, L.P.		5.9x		18.8x
06/01/21		Cloudera, Inc.		Kohlberg Kravis Roberts & Co. L.P. and Clayton, Dubilier & Rice, LLC		5.2x		30.4x
12/17/19		LogMeIn, Inc.		Francisco Partners and Evergreen Coast Capital Corp.		3.4x		10.7x
11/11/19		Carbonite, Inc.		Open Text Corporation		2.7x		9.8x
12/23/18		MYOB Group Limited		Kohlberg Kravis Roberts & Co. L.P. and Clayton, Dubilier & Rice, LLC		4.9x		12.1x
11/11/18		athenahealth, Inc.		Veritas Capital Fund Management, L.L.C. & Evergreen Coast Capital Corp.		3.9x		13.8x

Announcement Date		Target		Acquiror		NTM Revenue Multiple		NTM EBITDA Multiple
10/10/18		Imperva, Inc.		Thoma Bravo, LLC		5.1x		45.1x
07/11/18		CA, Inc.		Broadcom Inc.		4.3x		11.2x
11/27/17		Barracuda Networks, Inc.		Thoma Bravo, LLC		3.6x		18.8x
09/19/16		Infoblox Inc.		Vista Equity Partners		3.7x		19.4x
07/07/16		AVG Technologies N.V.		Avast Holding B.V.		3.2x		9.0x
04/07/15		Informatica Corporation		Permira Advisers and Canada Pension Plan Investment Board		4.3x		18.1x
02/02/15		Advent Software, Inc.		SS&C Technologies Holdings, Inc.		6.4x		18.0x
12/15/14		Riverbed Technology, Inc.		Thoma Bravo, LLC		3.2x		11.5x
11/25/14		Advanced Computer Software Group Ltd.		Vista Equity Partners		3.5x		14.9x
09/29/14		TIBCO Software Inc.		Vista Equity Partners		3.9x		17.4x
09/02/14		Compuware Corporation		Thoma Bravo, LLC		3.4x		9.8x
05/06/13		BMC Software, Inc.		Bain Capital Partners LLC, Golden Gate Private Equity, Inc, GIC Special Investments Pte Ltd and Insight Venture Management LLC		3.1x		7.9x
11/01/12		JDA Software, Inc.		RedPrairie (New Mountain Capital)		2.5x		9.4x
07/02/12		Quest Software		Dell Inc.		2.5x		10.9x
04/26/11		Lawson Software		GGC Software Holdings, Inc. (an affiliate of Golden Gate Capital and Infor)		2.4x		10.8x
05/12/10		Sybase, Inc.		SAP SE		4.5x		12.9x
03/31/10		Skillsoft PLC		SSI Investments III Limited (an affiliate of Berkshire Partners LLC, Advent International Corporation and Bain Capital Partners, LLC)		3.7x		10.1x

Based on the analysis of the NTM Revenue Multiple for each of the selected transactions, Qatalyst Partners selected a representative multiple range of 3.5x to 6.0x (which was chosen based on Qatalyst Partners’ professional judgment) and applied this range to Citrix’s estimated revenue for the twelve-month period ending on September 30, 2022, of $3,263 million based on the Analyst Projections. Based on the number of fully diluted shares of Citrix common stock (calculated utilizing the treasury stock method), which takes into account restricted stock units, performance-based restricted stock units and in-the-money stock options as of January 26, 2022, all of which amounts were provided by Citrix’s management, this analysis implied a range of per share values for Citrix common stock of approximately $65.16 to $127.33.

Based on the analysis of the NTM EBITDA Multiple for each of the selected transactions Qatalyst Partners selected a representative range of 10.0x to 18.0x (which was chosen based on Qatalyst Partners’ professional judgment) and applied that range to Citrix’s adjusted EBITDA for the twelve-month period ending on September 30, 2022, of $1,031 million based on the Analyst Projections. Based on the number of fully diluted shares of Citrix common stock (calculated utilizing the treasury stock method), which takes into account restricted stock units, performance-based restricted stock units and in-the-money stock options as of January 26, 2022, all of which amounts were provided by Citrix’s management, this analysis implied a range of per share values for Citrix common stock of approximately $56.65 to $119.47.

No company or transaction utilized in the selected transactions analysis is identical to Citrix or the Merger. In evaluating the selected transactions, Qatalyst Partners made judgments and assumptions with regard to general business, market and financial conditions, and other matters, many of which are beyond Citrix’s control, such as the impact of competition on Citrix’s business or the industry generally, industry growth and the absence of any material adverse change in Citrix’s financial condition and prospects or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared. Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected company data. Because of the unique circumstances of each of these transactions and the Merger, Qatalyst Partners cautions against placing undue reliance on this information.

Miscellaneous

In connection with the review of the Merger by the Citrix Board, Qatalyst Partners performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily amenable to a partial analysis or summary description. In arriving at its opinion, Qatalyst Partners considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor that it considered. Qatalyst Partners believes that selecting any portion of its analyses, without considering all analyses as a whole, could create a misleading or incomplete view of the process underlying its analyses and opinion. In addition, Qatalyst Partners may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Qatalyst Partners’ view of the actual value of Citrix. In performing its analyses, Qatalyst Partners made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Citrix’s control. Any estimates contained in Qatalyst Partners’ analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Qatalyst Partners conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the merger consideration 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), to such holders. This analysis does not purport to be an appraisal or to reflect the price at which Citrix common stock might actually trade at any time.

Qatalyst Partners’ opinion and its presentation to the Citrix Board was one of many factors considered by the Citrix Board in deciding to approve the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Citrix Board with respect to the merger consideration 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), or of whether the Citrix Board would have been willing to agree to different consideration. The merger consideration payable in the Merger was determined through arm’s-length negotiations between Citrix and Parent and was approved by the Citrix Board. Qatalyst Partners provided advice to Citrix during these negotiations. Qatalyst Partners did not, however, recommend any specific consideration to Citrix or that any specific consideration constituted the only appropriate consideration for the Merger.

Qatalyst Partners provides investment banking and other services to a wide range of entities and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, affiliates of Qatalyst Partners may at any time hold long or short positions, and may trade or otherwise effect transactions in debt or equity securities or loans of Citrix, Parent or certain of their respective affiliates. During the two-year period prior to the date of Qatalyst Partners’ opinion, no material relationship existed between Qatalyst Partners or any of its affiliates and Citrix, Elliott, Vista, Parent or TIBCO pursuant to which compensation was received by Qatalyst Partners or its affiliates, other than a fee of approximately $5 million received by an affiliate of Qatalyst Partners in connection with acting as financial advisor to Delta Topco, Inc.,

an affiliate of Infoblox Inc., in connection with an investment from Warburg Pincus LLC; Delta Topco, Inc. and Infoblox Inc. are affiliated with TIBCO and Vista. Qatalyst Partners and/or its affiliates may be currently providing, or may in the future provide, investment banking and other financial services to Citrix, Parent, TIBCO or their respective affiliates unrelated to the Merger for which Qatalyst Partners would expect to receive compensation.

Qatalyst Partners provided Citrix with financial advisory services in connection with the Merger for which it will be paid approximately $83 million, $5 million of which was payable upon the delivery of its opinion (regardless of the conclusion reached in the opinion), and $500,000 of which was payable upon entry into the engagement, and the remaining portion of which will be paid upon, and subject to, the consummation of the Merger. Citrix has also agreed to reimburse Qatalyst Partners for its expenses incurred in performing its services. Citrix has also agreed to indemnify Qatalyst Partners and its affiliates, their respective members, directors, officers, partners, agents and employees and any person controlling Qatalyst Partners or any of its affiliates against certain liabilities, including liabilities under federal securities law, and certain expenses related to or arising out of Qatalyst Partners’ engagement.

Certain Financial Projections

Citrix does not, as a matter of course, make public projections as to future performance or earnings beyond the current fiscal year and generally does not make public financial projections for extended periods given, among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized. In connection with the evaluation of potential strategic alternatives, however, senior management prepared certain unaudited prospective financial information for Citrix. Preliminary financial projections for the remainder of fiscal year 2021 and fiscal years 2022 through 2026 were prepared by senior management in September 2021 and reviewed and approved for use by the Citrix Board on September 23, 2021 (the “September Projections”). The September Projections were prepared by senior management at the direction of the Citrix Board to reflect the Citrix Board’s strategy of focusing on margin expansion and improvements in cash flows and included a strategic cost improvement/restructuring program with an estimated $250 million in annual run-rate cost savings from the baseline year of 2021. Senior management 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 strategic cost improvement/restructuring program arising from the implementation of the program, which updated projections were reviewed and approved for use by the Transaction Committee on December 7, 2021 (the “December Projections” and together with the September Projections and the other forward-looking information summarized below (including the forward-looking financial information included with respect to unlevered free cash flow and the calculation thereof), the “Financial Projections”). The Financial Projections were not prepared with a view toward public disclosure and, accordingly, do not necessarily comply with published guidelines of the SEC or established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or generally accepted accounting principles (“GAAP”). Citrix’s independent registered public accounting firm has not compiled, examined, audited or performed any procedures with respect to the Financial Projections, and has not expressed any opinion or any other form of assurance regarding this information or its achievability.

The tables below present summaries of the Financial Projections as prepared by senior management and provided by senior management to the Citrix Board and the Transaction Committee. The Financial Projections also were provided to Qatalyst Partners for use and reliance by Qatalyst Partners in connection with its financial analyses and, with respect to the December Projections, in connection with its opinion to the Citrix Board as described above under the heading “—Opinion of Qatalyst Partners”. In addition, the September Projections and the December Projections were provided to the participants in the strategic process at those times, including, as applicable, Vista and Elliott, for purposes of their due diligence review of Citrix.

The Financial Projections summarized below are included solely to provide Citrix stockholders access to financial projections that were made available to the Citrix Board, the Transaction Committee and/or Vista and Elliott in connection with the proposed Merger, and are not included in this proxy statement to influence a Citrix stockholder’s decision whether to vote to adopt the Merger Agreement or for any other purpose.

The Financial Projections summarized below, while presented with numerical specificity, were based on numerous variables and assumptions that necessarily involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions, all of which are difficult or impossible to predict and many of which are beyond Citrix’s control. The Financial Projections also reflect assumptions that are subject to change, including, but not limited to, assumptions regarding: growth rates, including growth of our core Virtual Desktop Infrastructure (“VDI”) and desktop-as-a-service (“DaaS”) businesses in line with expected market growth; market share, including maintenance of market share of our VDI business; market size and conditions; products and product mix; bookings and bookings mix; rate of transition from a perpetual license to a subscription-based business model; rate of transition of customers from on premises to cloud-based solutions; annual contract values; contract duration expansion; renewal rates; annualized recurring revenue; operating expenses; margins; net working capital; and effects of the Company’s strategic cost improvement/restructuring program. The Financial Projections cover multiple years, and thus, by their nature, they become subject to greater uncertainty with each successive year. Important factors that may affect actual results and the achievability of the Financial Projections include, but are not limited to: general economic conditions and disruptions in the financial, debt, capital, credit or securities markets; industry and market dynamics; acceptance of Citrix’s products and services; ability to transition customers to a subscription model and cloud-based solutions; competition, including from hyperscale providers of cloud platforms; and those risks and uncertainties described in Citrix’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. See also the section entitled “Cautionary Note Regarding Forward-Looking Statements” in this proxy statement.

In addition, the Financial Projections reflect assumptions that are subject to change and are susceptible to multiple interpretations based on actual results, revised prospects for Citrix’s business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when the Financial Projections were prepared. In addition, the Financial Projections may be affected by Citrix’s ability to achieve strategic goals, objectives and targets over the applicable period, including, but not limited to, successful implementation of its strategic cost improvement/restructuring program and new product introductions, such as managed DaaS services. Accordingly, actual results will differ, and may differ materially, from those contained in the Financial Projections. The Financial Projections assume organic company growth without business expansions from mergers and acquisitions or alternative business or licensing models. In addition, the Financial Projections do not take into account any circumstances, transactions or events occurring after the date on which the Financial Projections were prepared and do not give effect to any changes or expenses incurred after the date on which they were made, including as a result of the Merger or any effects of the Merger. Citrix does not intend to update or otherwise revise the Financial Projections to reflect circumstances existing after the date on which the Financial Projections were prepared or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be in error. There can be no assurance that the financial results in the Financial Projections will be realized, or that future actual financial results will not materially vary from those estimated in the Financial Projections.

Certain of the measures included in the Financial Projections, including non-GAAP gross profit, non-GAAP operating income, non-GAAP net income, EBITDA, net operating profit after tax, and unlevered free cash flow, are financial measures that are not calculated in accordance with GAAP. Such non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures, because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. Financial measures provided to a financial advisor are excluded from the SEC’s rules concerning non-GAAP financial measures and, therefore, are not subject to SEC rules regarding disclosures of non-GAAP financial measures in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not prepared or relied upon by the Citrix Board or the