Where You Can Find Additional Information

WHERE YOU CAN FIND ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the Exchange Act. We file reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains our reports, proxy and information statements and other information at www.sec.gov.

The Company will make available a copy of the documents we file with the SEC on the “Investors” section of our website at www.citrix.com as soon as reasonably practicable after filing these materials with the SEC. The information provided on our website is not part of this proxy statement, and therefore is not incorporated by reference. Copies of any of these documents may be obtained free of charge either on our website, by contacting Investor Relations, Citrix Systems, Inc., 851 West Cypress Creek Road, Fort Lauderdale, Florida 33309 (telephone: 954-229-5990) (email: investorrelations@citrix.com).

The SEC allows us to “incorporate by reference” information into this proxy statement, which means that we can disclose important information to you by referring to other documents filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy statement, except for any information superseded by information in this proxy statement or incorporated by reference subsequent to the date of this proxy statement. This proxy statement incorporates by reference the documents set forth below that we have previously filed with the SEC. These documents contain important information about us and our financial condition and are incorporated by reference into this proxy statement.

The following Citrix filings with the SEC are incorporated by reference (in each case excluding any information furnished and not filed):

•

Citrix’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed on February 16, 2022; and

•

Citrix’s Current Reports on Form 8-K filed with the SEC on January 31, 2022 and February 23, 2022.

Information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K, including related exhibits, is not and will not be incorporated by reference into this proxy statement.

Statements contained in this proxy statement regarding the contents of any contract or other document, are not necessarily complete and each such statement is qualified in its entirety by reference to that contract or other document filed as an exhibit with the SEC.

The information contained in this proxy statement speaks only as of the date indicated on the cover of this proxy statement unless the information specifically indicates that another date applies.

We have not authorized anyone to give you any information or to make any representation about the proposed Merger or the Company that is different from or adds to the information contained in this proxy statement or in the documents we have publicly filed with the SEC. Therefore, if anyone does give you any different or additional information, you should not rely on it.

Annex A

AGREEMENT AND PLAN OF MERGER

by and among

CITRIX SYSTEMS, INC.,

PICARD PARENT, INC.,

PICARD MERGER SUB, INC.

and

TIBCO SOFTWARE INC., solely for the limited purposes set forth herein

January 31, 2022

TABLE OF CONTENTS

						Page
ARTICLE 1 DEFINITIONS							A-2
		Section 1.01		Definitions			A-2
		Section 1.02		Other Definitional and Interpretative Provisions			A-15
ARTICLE 2 THE MERGER							A-16
		Section 2.01		The Closing			A-16
		Section 2.02		The Merger			A-16
		Section 2.03		Conversion of Shares			A-16
		Section 2.04		Surrender and Payment			A-17
		Section 2.05		Dissenting Shares			A-18
		Section 2.06		Company Equity Awards; ESPP			A-19
		Section 2.07		Adjustments			A-21
		Section 2.08		Withholding Rights			A-21
ARTICLE 3 THE SURVIVING CORPORATION							A-22
		Section 3.01		Certificate of Incorporation			A-22
		Section 3.02		Bylaws			A-22
		Section 3.03		Directors and Officers			A-22
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY							A-23
		Section 4.01		Corporate Existence and Power			A-23
		Section 4.02		Corporate Authorization			A-23
		Section 4.03		Governmental Authorization			A-23
		Section 4.04		Non-contravention			A-24
		Section 4.05		Capitalization			A-24
		Section 4.06		Subsidiaries			A-26
		Section 4.07		SEC Filings and the Sarbanes-Oxley Act			A-26
		Section 4.08		Financial Statements; Internal Controls			A-27
		Section 4.09		Absence of Certain Changes			A-28
		Section 4.10		No Undisclosed Material Liabilities			A-28
		Section 4.11		Litigation			A-28
		Section 4.12		Compliance with Applicable Law			A-28
		Section 4.13		Certain Business Practices			A-28
		Section 4.14		Material Contracts			A-29
		Section 4.15		Taxes			A-31
		Section 4.16		Employee Benefit Plans			A-32
		Section 4.17		Labor and Employment Matters			A-33
		Section 4.18		Insurance			A-34
		Section 4.19		Environmental Matters			A-34
		Section 4.20		Intellectual Property			A-35
		Section 4.21		Properties			A-37
		Section 4.22		Data Privacy			A-38
		Section 4.23		Government Contracts			A-38
		Section 4.24		Brokers’ Fees			A-39
		Section 4.25		Opinion of Financial Advisor			A-39

A-i

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB							A-40
		Section 5.01		Corporate Existence and Power			A-40
		Section 5.02		Corporate Authorization			A-40
		Section 5.03		Governmental Authorization			A-40
		Section 5.04		Non-contravention			A-40
		Section 5.05		Capitalization; Operation of Merger Sub			A-41
		Section 5.06		No Vote of Parent Stockholders; Required Approval			A-41
		Section 5.07		Litigation			A-41
		Section 5.08		Available Funds			A-41
		Section 5.09		Solvency			A-42
		Section 5.10		Guarantees			A-43
		Section 5.11		Absence of Certain Agreements			A-43
		Section 5.12		Stock Ownership			A-43
		Section 5.13		Brokers’ Fees			A-44
ARTICLE 6 COVENANTS							A-45
		Section 6.01		Conduct of the Company			A-45
		Section 6.02		Unsolicited Proposals			A-48
		Section 6.03		Company Recommendation			A-49
		Section 6.04		Approval of Merger Agreement			A-51
		Section 6.05		Access to Information			A-53
		Section 6.06		Notice of Certain Events			A-53
		Section 6.07		Employee Matters			A-54
		Section 6.08		State Takeover Laws			A-55
		Section 6.09		Approval of Parent			A-55
		Section 6.10		Voting of Shares			A-55
		Section 6.11		Director and Officer Liability			A-57
		Section 6.12		Reasonable Best Efforts			A-57
		Section 6.13		Stockholder Litigation			A-60
		Section 6.14		Public Announcements			A-60
		Section 6.15		Further Assurances			A-60
		Section 6.16		Section 16 Matters			A-60
		Section 6.17		Financing			A-61
		Section 6.18		Confidentiality			A-68
		Section 6.21		FIRPTA Certificate			A-69
		Section 6.22		No Employment Discussions			A-70
		Section 6.23		Cash and Marketable Securities			A-70
		Section 6.24		Tender Offer			A-70
		Section 6.25		Treatment of TIBCO Debt			A-70
ARTICLE 7 CONDITIONS TO THE MERGER							A-71
		Section 7.01		Conditions to the Obligations of Each Party			A-71
		Section 7.02		Conditions to the Obligations of Parent and Merger Sub			A-71
		Section 7.03		Conditions to the Obligations of the Company			A-72
		Section 7.04		Frustration of Closing Conditions			A-72
ARTICLE 8 TERMINATION							A-73
		Section 8.01		Termination			A-73
		Section 8.02		Effect of Termination			A-74

A-ii

ARTICLE 9 MISCELLANEOUS							A-75
		Section 9.01		Notices			A-75
		Section 9.02		Survival of Representations and Warranties			A-76
		Section 9.03		Amendments and Waivers			A-76
		Section 9.04		Fees and Expenses			A-76
		Section 9.05		Assignment; Benefit			A-79
		Section 9.06		Governing Law			A-79
		Section 9.07		Jurisdiction			A-79
		Section 9.08		Waiver of Jury Trial			A-80
		Section 9.09		Specific Performance.			A-80
		Section 9.10		Severability			A-81
		Section 9.11		Parent Guarantee			A-81
		Section 9.12		Entire Agreement; No Reliance; Access to Information			A-81
		Section 9.13		Rules of Construction			A-82
		Section 9.14		Counterparts; Effectiveness			A-83
		Section 9.15		Financing Provisions			A-83
		Section 9.16		Non-Recourse Parent Parties			A-84

Exhibit A – Form of Certificate of Incorporation of the Surviving Corporation

Exhibit B – Form of Bylaws of the Surviving Corporation

A-iii

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated January 31, 2022 is entered into by and among Citrix Systems, Inc., a Delaware corporation (the “Company”), Picard Parent, Inc., a Delaware corporation and wholly-owned subsidiary of TIBCO (“Parent”), Picard Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and, solely for purposes of Sections 5.01, 5.02, 5.05, 5.07, 5.08, 5.09, 6.12, 6.14, 6.17, 6.25, 9.03, 9.04(a), 9.05, 9.06, 9.07, 9.08, 9.09, 9.10, 9.12, 9.13 and 9.14, TIBCO Software Inc., a Delaware corporation (“TIBCO”).

WHEREAS, the board of directors of each of the Company, Parent and Merger Sub have approved this Agreement and deem it advisable and in the best interests of their respective stockholders to consummate the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned Subsidiary of Parent in accordance with the Delaware General Corporation Law (the “DGCL”);

WHEREAS, concurrently with the execution and delivery of this Agreement, and as an inducement to each party’s willingness to enter into this Agreement, (i) Elliott Associates, L.P., a Delaware limited partnership, and Elliott International, L.P., a Cayman Islands limited partnership (together, the “Equity Investors”), are entering into an equity financing commitment letter in favor of Parent (the “Equity Commitment Letter”), pursuant to which the Equity Investors have committed, subject to the terms and conditions therein, to invest in Parent the amounts set forth therein, and (ii) each of Elliott Associates, L.P., a Delaware limited partnership, and Elliott International, L.P., a Cayman Islands limited partnership (the “Elliott Guarantors”), Vista Equity Partners Fund V, L.P., a Delaware limited partnership and TIBCO (the “Vista Guarantors”, and collectively with the Elliott Guarantors, the “Guarantors”) is entering into a limited guarantee in favor of the Company (collectively, the “Guarantees”) with respect to the obligations of Parent and Merger Sub under this Agreement;

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company and certain persons, in their capacity as stockholders of the Company, are entering into a Voting and Support Agreement (the “Voting and Support Agreement”) in connection with the Merger; and

WHEREAS, (i) the board of directors of each of the Company Parent and Merger Sub have (A) determined that this Agreement and the Merger are advisable and in the best interests of their respective stockholders, (B) approved the Merger on the terms and subject to the conditions set forth herein, and (C) adopted and approved this Agreement, and (ii) the Company Board has recommended that the stockholders of the Company adopt this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below, the parties hereto agree as follows:

A-1