UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

-------------------------------------------------------------

GEORGE MESSIHA and JUAN A. VARGAS, 

Individually and on Behalf of All Others 

Similarly Situated,

Plaintiff,

v.

CITRIX SYSTEMS, INC., ROBERT M. 

CALDERONI, NANCI E. CALDWELL, 

MURRAY J. DEMO, THOMAS E. HOGAN, 

MOIRA A. KILCOYNE, ROBERT E. 

KNOWLING, JR., PETER J. SACRIPANTI, 

and J. DONALD SHERMAN.

 Defendants.

 

Case No. 1:22-cv-62327-RAR

AMENDED COMPLAINT FOR 

VIOLATIONS OF THE FEDERAL 

SECURITIES LAWS

CLASS ACTION 

JURY TRIAL DEMANDED

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TABLE OF CONTENTS

I. NATURE OF THE ACTION ............................................................................................. 4

II. JURISDICTION AND VENUE ....................................................................................... 17

III. PARTIES .......................................................................................................................... 17

IV. SUBSTANTIVE ALLEGATIONS .................................................................................. 19

A. Company Background .......................................................................................... 19

1. Cloud-Based Computing........................................................................... 19

2. Citrix’s Transition to Cloud-Based Solutions........................................... 19

3. Elliott’s Prior Relationship with Defendants............................................ 20

B. Relevant Events at Citrix Prior to the Merger ...................................................... 23

1. Citrix Acquired Wrike from Vista for 16.1x Trailing SaaS ARR for 

2020........................................................................................................... 23

2. Citrix Links Performance-Based Equity Awards to ARR Growth........... 23

3. Citrix’s Q1 2021 Results........................................................................... 24

4. Citrix’s Q2 2021 Results........................................................................... 25

C. Merger Negotiations and the Merger.................................................................... 26

1. Elliott Initiates Negotiations to Acquire Citrix......................................... 26

2. Elliott’s Initial Indication of Interest of $124.00-$130.00 Per Share in 

Cash........................................................................................................... 28

3. The September 2021 Projections.............................................................. 29

4. Elliott’s Revised Indication of Interest of $125.00 Per Share in Cash ..... 30

5. The Board Forms a Conflicted Transaction Committee ........................... 31

6. Citrix’s Q3 2021 Results........................................................................... 32

7. Elliott’s and Vista’s Revised Indication of Interest of $110.00 Per Share 

in Cash ...................................................................................................... 36

8. The December 2021 Projections............................................................... 36

9. The Transaction Committee Capitulates to Elliott and Vista on Price ..... 39

10. Citrix’s Q4 2021 Results........................................................................... 42

D. Events After Announcement of the Merger.......................................................... 43

E. Receipt of Different Consideration by Officers and Directors............................. 44

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V. DEFENDANTS’ FALSE AND MISLEADING STATEMENTS AND OMISSIONS 

IN THE PROXY STATEMENT ...................................................................................... 48

A. Misstatements and Omissions That Rendered Statements in the Proxy About 

the Q2 and Q3 2021 Results Misleading .............................................................. 50

B. Misstatements and Omissions That Rendered Statements in the Proxy About 

the Q2 2021 Results Misleading ........................................................................... 51

C. Misstatements and Omissions in the Proxy About the Q3 2021 Results Were 

Misleading............................................................................................................. 53

D. The December 2021 Projections and December 2021 Sensitivity Case 

Contained in the Proxy Were Subjectively and Objectively False and 

Misleading............................................................................................................. 54

E. The Qatalyst Fairness Opinion Was False and Misleading .................................. 58

F. Statements in the Proxy That the Transaction Committee Consisted of 

Independent and Disinterested Directors Were False and Misleading ................. 61

G. Omissions in the Proxy Concerning Past Ties Between Defendant Calderoni 

and Elliott Rendered Statements Misleading........................................................ 62

H. Statements in the Proxy That the Merger Was “In the Best Interests” of Citrix 

Shareholders Were False and Misleading............................................................. 63

I. Misstatement in the Proxy That the December 2021 Projections Represented 

Management’s Best Currently Available Estimate of Citrix’s Future Financial 

Performance Were False and Misleading ............................................................. 64

VI. LOSS CAUSATION......................................................................................................... 65

VII. CLASS ACTION ALLEGATIONS ................................................................................. 67

COUNT I 

(Against All Defendants for Violations of Section 14(a) of the Exchange Act and 

Rule 14a-9)........................................................................................................................ 69

COUNT II

(Against the Individual Defendants for Violations of Section 20(a) of the Exchange

Act) .................................................................................................................................. 70

PRAYER FOR RELIEF ............................................................................................................... 72

JURY DEMAND.......................................................................................................................... 73

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Lead Plaintiffs George Messiha and Juan A. Vargas (“Plaintiffs”), on behalf of a class of 

all individuals and entities that were Citrix common shareholders of record as of September 30, 

2022 when the Merger closed (“Class”), bring this Amended Complaint for Violations of the 

Federal Securities Laws (“Complaint”) against Citrix Systems, Inc. (“Citrix” or the “Company”), 

and former members of Citrix’s board of directors Robert M. Calderoni, Nanci E. Caldwell, Murray 

J. Demo, Thomas E. Hogan, Moira A. Kilcoyne, Robert E. Knowling, Jr., Peter J. Sacripanti, and 

J. Donald Sherman (collectively, the “Board” or the “Individual Defendants,” and together with 

Citrix, “Defendants”).1

Lead Plaintiffs’ claims are based on personal knowledge as to their own acts, and on 

information and belief as to all other matters, based upon, among other things, a review and 

analysis of: (1) reports and documents filed by Citrix with the Securities and Exchange 

Commission (“SEC”); (2) press releases, news articles, transcripts, videos, and other public 

statements issued by Citrix or the Individual Defendants about Citrix’s business; and (3) other 

publicly available information concerning Citrix, its business, and the allegations in this 

Complaint. Lead Plaintiffs believe that substantial additional evidentiary support exists for the 

allegations in this Complaint.2

I. NATURE OF THE ACTION

1. Plaintiffs bring this action on behalf of themselves and other former shareholders 

of Citrix against the Company and the Board for violations of Sections 14(a) and 20(a) of the 

Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. § 78n(a) and § 78t(a), and 

1 Excluded from the Class are defendants and their affiliates, immediate families, legal 

representatives, heirs, successors or assigns and any entity in which defendants have or had a 

controlling interest.

2 All emphasis in quotes below is added unless otherwise noted.

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Securities and Exchange Commission (“SEC”) Rule 14a-9 promulgated thereunder, 17 C.F.R. § 

240.14a-9(a) (“Rule 14a-9”).

2. Plaintiffs’ claims arise out of the Board’s dissemination of false projections and 

other false and misleading statements and omissions that misled Citrix stockholders concerning 

the future financial prospects of Citrix and the true value of Citrix stock, and thereby secured the 

approval of such stockholders to sell Citrix to Vista Equity Partners (“Vista”) and Elliott 

Investment Management L.P. (“Elliott”) for the inadequate and unfair price of $104.00 per share 

in cash (“Merger Consideration”), pursuant to a merger (“Merger”) under which Citrix became a 

wholly-owned subsidiary of TIBCO Software, Inc. (“TIBCO”), a portfolio company of Vista.

3. Citrix sells digital workspace solutions that provide an organization’s employees 

with unified, reliable and secure access to all of their work resources (applications, content, etc.) 

across all of the organization’s computing devices and locations. Originally, Citrix mostly (i) sold 

its workspace solutions to customers based on perpetual software licenses pursuant to which 

customers paid upfront for lifetime access and support based on a certain number of users, and (ii) 

installed its workspace solutions in data centers located on the premises of its customers. But as 

the software industry evolved and shifted from perpetual licenses to subscriptions (featuring an 

annual recurring fee), and from on-premise computing to cloud computing (pursuant to which 

software is delivered over the Internet by a third-party hosting company), Citrix sought to change 

its business model to deliver its workspace solution to customers via the cloud pursuant to 

Software-as-a-Service (“SaaS”) licenses featuring Annual Recurring Revenue (or “ARR”).

3

3 Citrix explained in its SEC filings that “ARR” is “an operating metric that represents the 

contracted recurring value of all termed subscriptions normalized to a one-year period. It is 

calculated at the end of a reporting period by taking each contract’s recurring total contract value 

and dividing by the length of the contract. ARR includes only active contractually committed, 

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4. On January 19, 2021, as part of its transition to a cloud-based business, Citrix 

announced that it had agreed to pay $2.25 billion in cash to Vista to acquire Wrike, Inc. (“Wrike”), 

a provider of cloud-based collaborative work management programs. According to the press 

release announcing the deal, Wrike was expected to grow its $140 million in 2020 SaaS ARR by 

30 percent to between $180 million and $190 million SaaS ARR in 2021. Citrix thus acquired 

Wrike from Vista for a multiple of approximately 16.1x trailing 2020 SaaS ARR (i.e., 16.1 x 

$140M = $2.25B), and 12.2x expected 2021 SaaS ARR (i.e., 12.2 x $185M (midpoint) = $2.25B).

5. By early 2021, Citrix was experiencing accelerated momentum in transitioning its 

customers to the cloud. In an April 16, 2021 letter to Citrix shareholders accompanying Citrix’s 

2021 Notice of Annual Meeting (“April 2021 Meeting Notice”), Defendant Calderoni, in his 

capacity as Board Chairman, explained that ARR “is the metric that we believe is best aligned with 

the company’s business transition and strategy,” and “the best indicator of the overall health and 

trajectory of the business because it captures the pace of Citrix’s transition and is a forward-looking 

indicator of top line trends.” Calderoni further advised that as a result of Citrix’s continued focus 

on transitioning customers to the cloud, “the Compensation Committee decided to link 

performance-based equity awards granted during fiscal year 2021 with Software-as-a-Service 

ARR, or SaaS ARR, growth, rather than ARR growth [as had been the case in 2020], to further 

drive our business model transition to the cloud.” This was a highly significant change since Citrix 

had a compensation policy providing for at least 60% of annual equity awards to senior executives 

to be awarded as Performance-Based Restricted Stock Units (“PRSUs”).

fixed subscription fees.” In turn, “SaaS ARR represents the contracted recurring value of all cloud 

subscriptions normalized to a one-year period.” As discussed below, Defendant Calderoni publicly 

referred to ARR as the “best metric” to measure the momentum and success of Citrix’s business.

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6. On April 29, 2021, Citrix announced its Q1 2021 results. In a letter to shareholders

(“Q1 2021 Letter”), then CEO David Henshall (“Henshall”) wrote that our first quarter results 

“reflect accelerated momentum in our cloud transition with more of our installed base moving to 

the cloud, driving an increased mix shift towards SaaS and acceleration of SaaS ARR.” Among 

other metrics, Henshall highlighted that “[i]nclusive of Wrike’s contribution, total SaaS ARR was 

$943 million, up 70% year-over-year.” Further, SaaS revenue accounted for 22% of total revenue, 

up from 14% in Q1 2020.

7. On July 29, 2021, Citrix announced its Q2 2021 results. In a letter to shareholders

(“Q2 2021 Letter”), Henshall reported that, inclusive of Wrike, “SaaS ARR [was] more than $1B, 

up 74% year-over-year.” Additionally, SaaS revenue accounted for 26% of total revenue, up from 

16% in Q2 2020. Commenting on SaaS ARR growth, Henshall shared that as “we progress through 

this transition, we continue to believe that SaaS ARR is the best way to measure the progress we 

are making in transitioning our business to the cloud.”

8. On September 9, 2021, Elliott submitted a written, non-binding indication of 

interest (“IOI”) proposing to acquire Citrix for $124.00 to $130.00 per share in cash. 

9. With an offer on the table, the Board needed projections to provide to its financial 

advisor, Qatalyst Partner LP (“Qatalyst”), to undertake financial analyses and prepare a formal 

opinion (“Fairness Opinion”) opining on the fairness to Citrix stockholders of any sales price 

ultimately agreed upon. To that end, on September 23, 2021, the Board reviewed and approved 

projections (“September 2021 Projections”) prepared by senior management for revenue, and nonGAAP gross profit, operating income, net income, and EBITDA, for the remainder of fiscal year 

2021, and fiscal years 2022 through 2026. The September 2021 Projections were shared with 

Qatalyst and potential bidders.

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10. Then suddenly, on October 6, 2021—in the midst of discussions with Elliott and 

other potential bidders over the sale of Citrix—Henshall abruptly resigned as CEO and was 

replaced by Defendant Calderoni (who had been serving as Chairman of the Board). As detailed 

further below, Calderoni has long and deep ties to Elliott from his service at Citrix and other 

companies in which Elliott had invested, and as a consultant to Elliott. A relative of Calderoni 

even worked for Elliott.

11. On October 18, 2021, Elliott submitted an updated non-binding IOI to acquire 

Citrix for $125.00 per share in cash. A few days later, on October 21, 2021, the Board formed a 

Transaction Committee to negotiate with Elliott, Vista and other potential bidders, and advise the 

Board concerning any proposed transaction. A majority of the members of the Transaction 

Committee, however, had prior ties to Elliott or Vista, and thus suffered from potential conflicts 

of interest (which were never disclosed to Citrix stockholders). Notably, of all the potential 

bidders, only Elliott and Vista ever submitted bids to acquire Citrix from which it can be 

reasonably inferred that such other bidders perceived that the playing field was tilted in favor of 

Elliott and Vista because of the past ties between them and Calderoni and other Citrix Board 

members.

12. On November 4, 2021, in the midst of its sales process, Citrix announced superior 

Q3 2021 results. In a letter to shareholders (“Q3 2021 Letter”), Calderoni wrote that “the third 

quarter was the fourth consecutive quarter of accelerating organic SaaS ARR growth – a clear 

sign that our SaaS offerings are resonating with customers.” Among other metrics, Calderoni 

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reported that, inclusive of Wrike, “SaaS ARR [was] $1.1 billion, up 75% year-over-year.” Thus, 

after the first three quarters of 2021, Citrix had reported slightly over $3 billion of SaaS ARR:

4

Quarter SaaS ARR

Q1 2021 $943 million

Q2 2021 $1 billion

Q3 2021 $1.1 billion

Totals $3 billion

13. With SaaS ARR growth accelerating, Citrix was easily on track to report more than 

$4 billion in SaaS ARR for the full year 2021. Indeed, yet again, SaaS revenue grew as a 

percentage of total revenue, to 29% (up from 18% in Q3 2020). The Q3 2021 Letter thus made 

clear that Citrix was hitting on all cylinders with respect to the best metric—SaaS ARR—to 

measure the success of its cloud transition.

14. In the Q3 2021 letter, Calderoni further observed that “Total ARR also grew faster 

year-over-year than the prior quarter, demonstrating a continued acceleration of our subscription 

transition,” and stressed that “Total ARR is the best metric to measure the underlying health of our 

business.” Moreover, despite some recent execution challenges, Calderoni reassured investors that 

(i) “the revenue headwinds from declining perpetual licenses are now largely behind us;” (ii) 

“[o]ver time, as we emerge from our cloud transition, we would expect to see reported revenues 

grow more in line with Total ARR;” and (iii) 2021 would “be a trough in terms of both operating 

margin and cash flow” (with Calderoni announcing a margin improvement program).

4 During the first three quarters of 2021, Citrix had recognized total GAAP revenue of $2.37 

billion. SaaS ARR exceeded total GAAP revenue because, as noted above, ARR looks at the 

total value of a contract, which can be several years in duration, and then normalizes that value 

to a one-year period.

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15. Calderoni further explained that “[o]ur transition to a subscription model, and 

ultimately a cloud-delivered model, focuses on growing higher value recurring revenue streams

that result in more of the business booked in the current period being recognized in future periods.”

Yet, even with more revenue being recognized in future periods as a result of the transition to 

cloud-based subscriptions, Citrix reported $778 million in revenue in Q3 2021, which beat the 

guidance of $765 million to $775 million in GAAP revenue for Q3 2021 projected in the Q2 2021 

Letter. Citrix then beat revenue guidance again by an even wider margin with its Q4 2021 results, 

reporting $851 million in GAAP revenue on January 31, 2022—the same day the Merger was 

announced—versus the $825 million to $835 million in GAAP revenue for Q4 2021 projected on 

in the Q3 2021 Letter.5

16. In sum, by the final two quarters of 2021, Citrix’s financial performance was

moving in an unmistakably positive direction as SaaS ARR continued to accelerate, revenue was 

beating guidance, and margin was forecasted to improve. Indeed, on the last analyst conference 

call held on November 4, 2021, to discuss the Q3 2021 results (“Q3 2021 Conference Call”), 

Calderoni told analysts that “[t]his is a business with a lot of tailwinds,” that “should fuel growth 

for quite some time;” reported strong and improving renewal rates and “a lot of metrics . . . that 

are very, very encouraging;” and dismissed as “misinformed” any narrative “questioning the 

health and the strength of the business.”

17. Yet, the Transaction Committee and the Board inexplicably failed to take these 

positive trends into account during the sales process. On November 19, 2021, Qatalyst authorized 

Vista to work with Elliott on a joint bid. Thereafter, on December 5, 2021, Elliott and Vista 

5 Notably absent from the press release announcing Q4 2021 results on the same day the Merger 

was any mention of SaaS ARR growth.

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submitted a new non-binding IOI of just $110.00 per share (“December 5 Proposal”)—12% lower 

than Elliott’s October 18 Proposal of $125.00 per share.

18. Given its awareness of the accelerating growth in SaaS ARR, improving GAAP 

revenue, and the overall positive direction of Citrix’s financial performance, the Transaction 

Committee had to find a way to justify the fairness of the substantially lower price at which Elliott 

and Vista were now offering to buy Citrix if there was going to be a deal. In particular, the 

Transaction Committee was confronted with the very uncomfortable fact that the Board had agreed 

in January 2021 to pay 16.1x trailing 2020 SaaS ARR to Vista for Wrike (when it was expected to 

grow SaaS ARR by 30% in 2021), but was now contemplating selling the entire Citrix (including

Wrike) to Elliott and Vista at an enormous discount to that multiple. Specifically, with 125.9 

million shares outstanding, a price of $110.00 per share valued Citrix’s equity at approximately 

$13.8 billion, and yielded a total transaction value of approximately $17.2 billion, including 

Citrix’s debt. Despite Citrix’s improving GAAP revenue and accelerating growth in SaaS ARR—

which at greater than 70% was more than double the 30% growth rate in Wrike’s SaaS ARR when 

it was acquired by Citrix—$110.00 per share thus represented a multiple of only 4.3x trailing 2021 

SaaS ARR (i.e., $17.2 billion/$4 billion in projected SaaS ARR for full year 2021)—approximately 

25% of the multiple the Board had agreed to pay Vista for Wrike at the start of 2021. In short, the 

Board was confronted with the prospect of buying high and selling low—a sure path to destruction 

of shareholder value.

19. A truly independent Board would have outright declined Elliott and Vista’s offer. 

But the Board, as well as the Transaction Committee, were conflicted, and instead asked Citrix 

senior management to quickly prepare a new set of depressed projections. Specifically, on 

December 7, 2022—amazingly, just two days after Elliott’s and Vista’s sharply reduced joint bid

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of $110.00 per share—Citrix management presented a whole new set of projections (“December 

2021 Projections”) to the Board that substantially reduced the projected revenue and other metrics 

in the September 2021 Projections by increasingly larger percentages (thus evidencing a 

purportedly deteriorating business). For example, the December 2021 Projections reduced

projected revenue in the September 2021 Projections by:

• 1.7% in 2021

• 2.4% in 2022

• 4.4% in 2023

• 4.0% in 2024

• 5.0% in 2025

• 5.7% in 2026

See Exhibit A hereto.

20. The December 2021 Projections also forecast lower margins, reducing Non-GAAP 

Operating Income in the September 2021 Projections by:

• 1.6% in 2021

• 3.8% in 2022

• 5.5% in 2023

• 3.9% in 2024

• 4.9% in 2025

• 5.8% in 2026

See Exhibit A hereto.

21. Worse, Qatalyst—a curiously common fixture on the target side in Elliott and Vista 

deals—took the already depressed December 2021 Projections and prepared sensitivity analyses 

(“December 2021 Sensitivity Cases”) that modeled a “downside case” of even lower revenue 

growth and lower operating margins, which further reduced the revenue and Non-GAPP Operating 

Income forecast in the September 2021 Projections. Specifically, the December 2021 Sensitivity 

Cases ultimately used by Qatalyst in preparing the Fairness Opinion slashed revenue in the 

September 2021 Projections by:

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• 4.3% for 2022 

• 7.9% for 2023

• 9.3% for 2024

• 11.9% for 2025

• 14.3% for 2026

See Exhibit B hereto.

22. Qatalyst cut Non-GAAP Operating Income even more sharply in the December 

2021 Sensitivity Case as compared to the September 2021 Projections with reductions of:

• 5.7% in 2022

• 13.0% in 2023

• 15.7% in 2024

• 18.1% in 2025

• 20.5% in 2026

See Exhibit B hereto.

23. In light of the robust results reported for Q3 2021—beating revenue guidance and 

reporting accelerating SaaS ARR—the assumptions of falling revenue and falling margins 

underlying the December 2021 Projections and December 2021 Sensitivity Cases made no sense, 

and were flatly contradicted by Calderoni’s positive and optimistic public statements to investors 

and analysts in connection with reporting Q3 2021 results. For example:

• In the April 2021 Meeting Notice, Calderoni stated that ARR growth was a “forwardlooking indicator of top line trends,” which meant that with accelerating SaaS ARR 

accounting for an increasingly larger percentage of total revenue each quarter, revenue 

growth would accelerate in future years, and yet the December 2021 Projections and the 

December 2021 Sensitivity Case assumed lower revenue growth rates,

• In the Q3 2021, Calderoni stated that “revenue headwinds from declining perpetual licenses 

are now largely behind us,” which also contradicted the assumption of lower revenue 

growth rates in the December 2021 Projections and December 2021 Sensitivity Cases

• In the Q3 2021 Letter, Calderoni stated that 2021 would “be a trough in terms of both 

operating margin and cash flow” (in part due to a new margin improvement program), and 

yet the December 2021 Projections and December 2021 Sensitivity Cases assumed 

deteriorating margins; and

• On the Q3 2021 Conference Call, Calderoni told analysts that “[t]his is a business with a 

lot of tailwinds,” that “should fuel growth for quite some time;” reported strong and 

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improving renewal rates and “a lot of metrics . . . that are very, very encouraging;” and 

dismissed as “misinformed” any narrative “questioning the health and the strength of the 

business;” and yet the December 2021 Projections and December 2021 Sensitivity Case 

adopted a highly pessimistic narrative that focused solely on downside risks and challenges.

24. In short, the highly pessimistic December 2021 Projections and the December 2021 

Sensitivity Cases had no connection to reality, and thus were plainly created solely to help the 

conflicted Transaction Committee justify what it knew it would ultimately agree upon—a sale of 

Citrix to Elliott and Vista at an inadequate and unfair price. For its services in facilitating this 

outcome, Qatalyst was paid $83 million—of which $77.5 million is payable only upon 

consummation of the Merger. Qatalyst’s motivations were thus quite clear.

25. But even with the December 2021 Projections and December 2021 Sensitivity 

Cases in hand, the Transaction Committee still had to put on a show of pretending to negotiate. 

On January 15, 2022, after Calderoni shared preliminary results for Q4 2021 (which, as noted, beat 

revenue guidance), the Transaction Committee responded to Elliott’s and Vista’s December 5 

Proposal of $110.00 per share with a counterproposal of $120.00 per share.

26. On January 18, 2022, Elliott and Vista responded that they would not go higher 

than $110.00 per share. When the Transaction Committee then promptly proposed a $2.00 increase 

to $112.00 per share, Elliott and Vista mocked them by submitting a “best and final offer” of 

$103.51 per share on January 28, 2022—a further 6% drop from the December 5 Proposal. The 

Transaction Committee then essentially begged Elliott and Vista to come up $0.49—less than 1⁄2 a 

percent—to at least $104.00 per share. Elliott and Vista “generously” agreed, and on January 31, 

2022, Citrix announced its sale to Vista and Elliott for $104.00 per share in cash, which amounted 

to an equity value of approximately $13.1 billion (based on approximately 125.9 million shares), 

and a total transaction value of $16.5 billion, including the assumption of Citrix debt. As compared 

to the multiple paid for Wrike—16.1x trailing 2020 SaaS ARR—the Board sold Citrix for just 4.1x 

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trailing 2021 SaaS ARR (i.e., $16.5 billion/$4 billion in projected SaaS ARR for full year 2021).

Classic buy high, and sell low.

27. To justify the inadequate and unfair price paid by Elliott and Vista, Qatalyst used 

the false December 2021 Projections and one of the false December 2021 Sensitivity Cases—as 

well as inflated discount rates—to opine in the Fairness Opinion that the sales price of $104.00 per 

share was fair to Citrix shareholders. In particular, the Fairness Opinion contained two sets of 

Illustrative Discounted Cash Flow (“DCF”) Analyses purporting to value Citrix at ranges of (i) 

$96.08 to $141.80 per share (based on the December 2021 Projections) and (ii) $80.04 to $118.94 

(based on one of the December 2021 Sensitivity Cases). Based as they were on the false December 

2021 Projections and false December 2021 Sensitivity Cases, however, the Illustrative Discounted 

Cash Flow Analyses were false, and thus Qatalyst’s Fairness Opinion was also false. 

28. Nevertheless, based on what it knew or should have known was a false Fairness 

Opinion, the Transaction Committee recommended that the Board (i) declare that the Merger was 

“in the best interests of [Citrix] stockholders,” and (ii) recommend that Citrix shareholders approve 

the Merger. With Defendants Kilcoyne and Hogan (but not Defendant Calderoni) recusing 

themselves, the full Board accepted the Transaction Committee’s recommendations and approved 

the Merger.

29. While the Transaction Committee (and by extension, the full Board), aided and 

abetted by Qatalyst, found a way to justify acceptance of Elliott’s and Vista’s “best and final offer”

(subject to de minimis $0.49 bump), it is clear that neither the Transaction Committee nor the 

Board genuinely believed that the December 2021 Projections and the December 2021 Sensitivity 

Case were accurate, and instead knew that they were false given how inconsistent they were with, 

among other things, (i) accelerating SaaS ARR, (ii) Q3 and Q4 2021 revenue beating guidance, 

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and (iii) the numerous optimistic pronouncements of Calderoni to investors in the Q3 2021 Letter 

and to analysts on the Q3 2021 Earnings Call.

30. Yet, on March 16, 2022, the Board authorized the filing of a false and misleading 

definitive proxy on Schedule 14A (“Proxy”) with the SEC to solicit Citrix shareholders to vote in 

favor of the Merger. The Proxy contained material misrepresentations and omissions, including 

without limitation: (i) the false December 2021 Projections and the December 2021 Sensitivity 

Case; (ii) the false Qatalyst Fairness Opinion (based on using the false December 2021 Projections 

and the false December 2021 Sensitivity Case, as well as inflated discount rates, as inputs); and 

(iii) false statements that the Merger was “in the best interests” of Citrix shareholders (when the 

Transaction Committee and Board knew or should have known that it was not) and that the 

December 2021 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” (which was false since Citrix management had access to all of the data underlying the 

positive and optimistic statements of Calderoni in the Q3 2021 Letter and on the Q3 2021 

Conference Call). These and other material misrepresentations and omissions rendered the Proxy 

false and misleading in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 

thereunder.

31. Had Qatalyst used accurate projections in its DCF analysesthat aligned accelerating 

SaaS ARR and other positive trends reported in 2021 (instead of the false December 2021 

Projections and the December 2021 Sensitivity Case that Citrix management created and the 

Transaction Committee authorized solely to justify the fairness of the Merger Consideration), then 

(i) the lower end of the per share valuation range in a DCF analysis would have substantially

exceeded the $104.00 per share being paid by Elliott and Vista, (ii) Qatalyst could not have opined 

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that the Merger Consideration was fair, (iii) the full Board could not have recommended that Citrix 

shareholders vote in favor of the Merger, and (iv) Elliott and Vista could not have acquired Citrix 

except by offering a higher price to Citrix shareholders. The false and misleading Proxy authorized 

by Defendants thus caused the consummation of the Merger at an unfair price per share that did 

not adequately value Citrix, and caused economic harm to Citrix who were misled into approving 

the sale of their shares to Elliott and Citrix at an unfair and inadequate price.

II. JURISDICTION AND VENUE

32. This Court has subject matter jurisdiction over the claims asserted herein for 

violations of Sections 14(a) and 20(a) of the Exchange Act pursuant to Section 27 of the Exchange 

Act, 15 U.S.C. § 78aa, and 28 U.S.C. § 1331 (federal question jurisdiction). 

33. This Court has personal jurisdiction over each of the Defendants because each 

defendant has sufficient minimum contacts with the United States so as to make the exercise of 

jurisdiction by this Court permissible under traditional notions of fair play and substantial justice.

See Sec. & Exch. Comm'n v. MintBroker Int'l, Ltd., 2022 WL 4204383, at *2 (S.D. Fla. Jan. 12, 

2022) (for purposes of establishing personal jurisdiction under the Exchange Act, the applicable 

forum for minimum contacts purposes is the United States).

34. Venue is proper under 28 U.S.C. § 1391(b)(3) because all of the Defendants are 

subject to the Court’s personal jurisdiction in this District. Moreover, Citrix has a business office 

in this District at 851 West Cypress Creek Road, Fort Lauderdale, Florida 33309. 

III. PARTIES

35. Lead Plaintiff George Messiha is, and has been at all relevant times, a continuous 

stockholder of Citrix common stock. 

36. Lead Plaintiff Juan A. Vargas is, and has been at all relevant times, a continuous 

stockholder of Citrix common stock. 

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37. Additional Plaintiff Brandon Nuckel is, and has been at all relevant times, a 

continuous stockholder of Citrix common stock.

38. Defendant Citrix is a Delaware corporation with its principal executive offices 

located at 851 West Cypress Creek Road, Fort Lauderdale, Florida 33309.

39. Defendant Robert M. Calderoni (“Calderoni”) has served as Chairman of the Board 

of Citrix since July 2015, and was appointed Interim President and Chief Executive Officer of 

Citrix on October 6, 2021, during the early stages of negotiations with Elliott and other potential 

bidders to acquire Citrix. Defendant Calderoni signed the Proxy in his capacity as Chairman of the 

Board of Directors and Interim Chief Executive Officer and President.

40. Defendant Nanci E. Caldwell (“Caldwell”) has served as a director of Citrix since 

July 2008. Defendant Caldwell served on the Transaction Committee formed on October 21, 2021, 

to advise the Board concerning any proposed transactions.

41. Defendant Murray J. Demo (“Demo”) has served as a director of Citrix since 

February 2005. Defendant Demo served on the Transaction Committee formed on October 21, 

2021, to advise the Board concerning any proposed transactions.

42. Defendant Thomas E. Hogan (“Hogan”) has served as a director of Citrix since 

December 2018.

43. Defendant Moira A. Kilcoyne (“Kilcoyne”) has served as a director of Citrix since 

June 2018.

44. Defendant Robert E. Knowling, Jr. has served as a director of Citrix since October 

2020. Defendant Knowling served on the Transaction Committee formed on October 21, 2021, to 

advise the Board concerning any proposed transactions.

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45. Defendant Peter J. Sacripanti has served as a director of Citrix since December 

2015. Defendant Sacripanti served on the Transaction Committee formed on October 21, 2021, to 

advise the Board concerning any proposed transactions.

46. Defendant J. Donald Sherman has served as a director of Citrix since March 2020.

Defendant Sherman served on the Transaction Committee formed on October 21, 2021, to advise 

the Board concerning any proposed transactions.

47. Defendants identified in paragraphs 40 to 47 are collectively referred to herein as 

the “Individual Defendants,” and together with Citrix, collectively, the “Defendants.”

IV. SUBSTANTIVE ALLEGATIONS

A. Company Background

1. Cloud-Based Computing

48. Cloud-based computing solutions—also known “software as a service,” “SaaS,” 

or “subscription software”—refers to software applications, storage, and other computing 

resources that users access on their desktop from remote computers via an Internet connection. 

The model is analogous to homes and businesses accessing electricity on their premises supplied 

by remote power plants.

2. Citrix’s Transition to Cloud-Based Solutions

49. Citrix sells digital workspace solutions that provide an organization's employees 

with unified, reliable and secure access to all of their work resources (applications, content, etc.) 

across all of the organization's computing devices and locations. Originally, Citrix generally (i) 

sold its workspace solutions to customers based on perpetual software licenses pursuant to which 

customers paid upfront for lifetime access and support based on a certain number of users, and 

(ii) installed its workspace solutions in data centers located on the premises of its customers. But 

as the software industry evolved and shifted from perpetual licenses to subscriptions (featuring 

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an annual recurring cost), and from on-premise computing to cloud computing (pursuant to 

which software is delivered over the Internet by a third-party hosting company), Citrix sought to 

change its business model to deliver its workspace solution to customers via the cloud pursuant 

to SaaS subscriptions featuring Annual Recurring Revenue, or ARR. 

50. Citrix has explained in its SEC filings that “ARR” is “an operating metric that 

represents the contracted recurring value of all termed subscriptions normalized to a one-year 

period. It is calculated at the end of a reporting period by taking each contract’s recurring total 

contract value and dividing by the length of the contract. ARR includes only active contractually 

committed, fixed subscription fees.” In turn, “SaaS ARR represents the contracted recurring value 

of all cloud subscriptions normalized to a one-year period.” Thus, reported ARR for a particular 

year may substantially exceed recognized revenue for that year because the ARR represents 

contracted revenue over several years concentrated within a single year.

3. Elliott’s Prior Relationship with Defendants

51. On June 11, 2015, Elliott wrote a letter to the then Citrix CEO and Board advocating 

for broad operational improvements at the Company, and disclosing that Elliott had acquired Citrix 

common stock and derivatives providing Elliott with aggregate economic exposure comparable to 

an interest in approximately 7.1% of Citrix common stock (later rising to 7.5%). 

52. On July 28, 2015, Citrix announced that it had entered into a cooperation agreement 

with Elliott pursuant to which it, inter alia, agreed to appoint Mr. Jesse Cohn (“Cohn”), a senior 

Elliott portfolio manager, to the Board, and commence a search for an additional independent 

Board member mutually agreeable to Citrix and Elliott. 

53. The same day, Citrix also announced that (i) Defendant Calderoni would assume 

the role of Chairman of the Board, and (ii) the Board had formed an operations committee 

(“Operations Committee”) to work closely with Company management on a comprehensive 

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operational review focused on improving Citrix’s margins, profitability and capital structure. 

Citrix advised that the Operations Committee would be led by Defendant Calderoni and be 

comprised of four directors, including Defendant Calderoni, Cohn, and the new independent 

director to be mutually agreed upon by Citrix and Elliott.

54. Qatalyst served as a financial advisor to Citrix in connection with the foregoing 

developments. Notably, Qatalyst appears to regularly advise targets pursued by Elliott or Vista in 

their activist campaigns, raising serious questions about the independence of Qatalyst as an advisor 

to target boards such as the Citrix Board.6

55. On October 21, 2015, Citrix named Defendant Calderoni interim President and 

CEO of Citrix. Defendant Calderoni previously served as a director of Juniper Networks, Inc. 

(“Juniper”) where he worked with Elliott after Elliott reached an agreement with Juniper in 

February 2014 to obtain two seats on Juniper’s board of directors and implement a plan to improve 

operations. Defendant Calderoni also served as a senior advisor to Silver Lake Partners, a private 

equity firm that announced in October 2015 it would participate in the $67 billion purchase by 

6

See, e.g., Informatica to Go Private in $5.3 Billion Leveraged Buyout, April 8, 2015, at:

https://www.vox.com/2015/4/8/11561226/informatica-to-go-private-in-5-3-billion-leveragedbuyout (noting that “[a]ctivist hedge fund Elliott Management disclosed an 8 percent stake in 

Informatica in January” and that Informatica thereafter engaged Qatalyst as financial advisor); 

Imperva Said to Be Working With Qatalyst to Explore a Sale, Jul. 11, 2016, at:

https://www.bloombergquint.com/business/imperva-said-to-be-working-with-qatalyst-toexplore-a-sale (noting that Elliott “targeted” the company, amassed a 10.9% stake, had started a 

dialogue with the company’s board about strategic opportunities, and that the company had hired 

Qatalyst to explore a sale); MINDBODY Enters into Definitive Agreement to be Acquired by 

Vista Equity Partners for $1.9 Billion, December 24, 2018 at: 

https://www.globenewswire.com/news-release/2018/12/24/1678109/0/en/MINDBODY-Entersinto-Definitive-Agreement-to-be-Acquired-by-Vista-Equity-Partners-for-1-9-Billion.html

(noting that Qatalyst advised MindBody in acquisition by Vista); Pluralsight Enters into 

Definitive Agreement to be Acquired by Vista Equity Partners for $3.5 Billion, December 13, 

2020 at: https://www.pluralsight.com/newsroom/press-releases/pluralsight-enters-into-definitiveagreement-to-be-acquired-by-v (noting that Qatalyst advised Pluralsight in acquisition by Vista).

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Dell Computers of EMC Corp., in which Elliott held a 2.2% stake and which Elliott had been 

pressuring since October 2014 to spin off assets.

56. In November 2015, Citrix announced plans to spin off its GoTo family of products 

into a separate, publicly traded company, and, in July 2016, Citrix announced that it had entered 

into an agreement with LogMeIn, Inc. (“LogMeIn”) for LogMeIn to combine with Citrix’s GoTo 

business. Notably, in connection with that transaction, Cohn, Henshall, and Defendants Calderoni 

and Sacripanti, were appointed to the LogMeIn board of directors, and served together until 

LogMeIn was acquired in early 2020 by Elliott and another private equity firm, Francisco Partners, 

for $86.05 in cash per share.

57. It appears that, as early as 2017, and then again in April 2019, Elliott attempted to 

push Citrix into a whole Company sale, and it was reported that in April 2019 Citrix had engaged 

Goldman Sachs to explore a possible sale and had reached out to Vista to gauge its interest.7

58. Elliott was ultimately unsuccessful, however, and in Q1 2020, exited its position in 

Citrix. Thereafter, on April 16, 2020, Citrix announced that Cohn would be leaving the Board. The 

press release announcing Cohn’s departure shared the following heartfelt message to Cohn from 

Defendant Calderoni in his capacity as Chairman of the Board:

We want to thank Jesse for his dedicated service to the board. His candor, insights 

and partnership have been valuable and appreciated as the company was executing 

a significant shift in our strategy, operations and business model. Today, with 

leadership from the board and executive team, and execution by our 8,500 plus 

employees, Citrix is stronger and more valuable than ever, and I want to thank Jesse 

for his many contributions to our success over the past five years.

7

Josh Kosman, Software giant Citrix hires Goldman to explore sale after Singer push, New York 

Post (April 3, 2019), available at:

https://nypost.com/2019/04/03/software-giant-citrix-hires-goldman-to-explore-sale-after-singerpush/.

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B. Relevant Events at Citrix Prior to the Merger

1. Citrix Acquired Wrike from Vista for 16.1x Trailing SaaS ARR for 2020

59. On January 16, 2021, consistent with its new focus on cloud-based solutions, Citrix 

announced it had agreed to pay $2.25 billion in cash to Vista to acquire Wrike, Inc. (“Wrike”), a 

provider of cloud-based collaborative work management programs.

60. According to the press release announcing the acquisition, Wrike was expected to 

grow its $140 million in 2020 SaaS ARR by 30 percent to between $180 million and $190 million 

in 2021. Citrix thus paid Vista approximately 16.1x trailing 2020 SaaS ARR (i.e., $2.25 

billion/$140 million), and 12.2x expected 2021 SaaS ARR (i.e., $2.25 billion/$185 million = 12.2)

for a company growing SaaS ARR at 30% per year. In contrast, as discussed below, Citrix was 

growing its SaaS ARR by over 70% in 2022, and yet the Board agreed to sell Citrix to Elliott and 

Vista for a total transaction value of $16.5 billion, which is a multiple of just 4.1x Citrix’s trailing

2021 SaaS ARR of approximately $4 billion (i.e., 25% of the multiple it paid for Wrike in a classic 

case of “buy high, sell low”).

2. Citrix Links Performance-Based Equity Awards to ARR Growth

61. On April 16, 2021, Citrix filed the April 2021 Meeting Notice, which contained a 

letter from Defendant Calderoni, as Chairman of the Board, stating that, starting in 2021, the Board 

was linking future performance-based equity awards (“PRSUs”) to SaaS ARR growth:

During the second quarter of 2019 . . . Citrix gained significant momentum in its 

business transition to a subscription-based business. Given this increased 

momentum, the Compensation Committee determined that the company had a 

unique opportunity to increase the acceleration of its transition, which, if 

successful, would advance long-term value creation for shareholders. Accordingly, 

beginning in 2020, the Compensation Committee moved away from subscription 

bookings as a percentage of total subscription and product bookings and decided 

to link performance-based equity awards with annualized recurring revenue, or 

ARR, growth, which, as we have discussed on our earnings calls, is the metric that 

we believe is best aligned with the company’s business transition and strategy. In 

our view, ARR, in short, is the best indicator of the overall health and trajectory of 

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the business because it captures the pace of Citrix’s transition and is a forwardlooking indicator of top line trends.

As we enter fiscal year 2021 with a portion of our subscription model transition 

complete, we continue to focus on transitioning our customers to the cloud. As a 

result, the Compensation Committee decided to link performance-based equity 

awards granted during fiscal year 2021 with Software-as-a-Service ARR, or SaaS 

ARR, growth, rather than ARR growth, to further drive our business model 

transition to the cloud.

62. This was a highly significant change since Citrix had a compensation policy 

providing for at least 60% of annual equity awards to senior executives to be awarded as PRSUs.

It is reasonable to infer that senior Citrix executives would not tie to their compensation to a metric 

that was deteriorating.

3. Citrix’s Q1 2021 Results

63. On April 29, 2021, Citrix announced its Q1 2021 results. In a letter to shareholders

(“Q1 2021 Letter”), then CEO Henshall wrote concerning Citrix’s transition of customers to cloudbased solutions that “[o]ur first quarter results reflect accelerated momentum in our cloud 

transition with more of our installed base moving to the cloud, driving an increased mix shift 

towards SaaS and acceleration of SaaS ARR.” He then highlighted the following successes:

• Excluding the impact of Wrike, first quarter SaaS ARR accelerated sequentially to $793 

million, representing 43% year-over-year growth. Inclusive of Wrike’s contribution, total 

SaaS ARR was $943 million, up 70% year-over-year, and total Subscription ARR was 

$1.51 billion, up 81% year-over-year.

• The number of Citrix Cloud Paid Subscribers increased 34% year-of-year, to over 10.3 

million.

• SaaS revenue accounted for 22% of total revenue, up from 14% in Q1 2020

64. Henshall also explained that “[o]ur transition to a subscription model, and 

ultimately a cloud-delivered model, focuses on growing higher value recurring revenue streams 

that result in more of the business booked in the current period being recognized in future periods.”

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4. Citrix’s Q2 2021 Results

65. On July 29, 2021, Citrix announced its Q2 2021 results. In a letter to shareholders

(“Q2 2021 Letter”), Henshall wrote that Citrix’s transition of customers to cloud-based solutions

was progressing strongly. Key takeaways regarding the SaaS business included:

• SaaS ARR of more than $1B, up 74% year-over-year. Excluding Wrike, 

second quarter SaaS ARR accelerated for the third consecutive quarter to 

$868 million, up 47% year-over-year.

• The number of Citrix Cloud Paid Subscribers increased 52% year-overyear, to 11.4 million with growth accelerating from 34% year-over-year in 

Q1 2021.

• SaaS mix of subscription bookings was 63%, compared to guidance of 50-

55%

• SaaS revenue accounted for 26% of total revenue, up from 16% in Q2 2020.

66. Total reported revenue of $812 million, however, fell short of the guidance of $840-

850 million in the Q1 2021 Letter. Henshall elaborated that “[a]fter a slower-than-expected pace 

of transitioning our installed base to the cloud during the onset of the pandemic, the transition has 

since gained momentum and is now progressing well. A faster pace of moving to the cloud is a net 

positive for the long-term success of Citrix; however, we have not delivered on our overall 

expected recognized revenue this year. I want to explain the challenges we identified in reviewing 

the quarter and how we are responding.”

67. Henshall itemized “several significant and immediate actions” to address the 

various challenges impacting the cloud transition, which included “embracing [a] faster pace of 

cloud adoption and sales strategies to support this move.” As a result of these actions, Henshall 

explained that SaaS as a percentage of subscription bookings would increase to 60-70%, “further 

impacting revenue as more is recognized ratably vs. up-front.”

68. Henshall concluded:

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As we progress through this transition, we continue to believe that SaaS ARR is the 

best way to measure the progress we are making in transitioning our business to 

the cloud. With year-over-year growth accelerating for the third consecutive 

quarter, both inclusive and exclusive of Wrike since the close of the acquisition, 

strong SaaS ARR growth demonstrates our focus on transitioning our installed 

base.”

C. Merger Negotiations and the Merger

1. Elliott Initiates Negotiations to Acquire Citrix

69. On August 25, 2021, Elliott sent a letter to the Board recommending that Citrix 

engage with Elliott and other potentially interested parties regarding a “take-private” transaction 

(“August 25 Elliott Letter”). The August 25 Elliott Letter advised that Elliott had made an 

investment of approximately $1.3 billion in Citrix in the form of common stock and derivatives, 

which provided Elliott with aggregate economic exposure comparable to an interest in 

approximately 10% of the Company’s common stock. The August 25 Elliott Letter criticized, 

among other things, “a cloud transition that had missed expectations.” This criticism, however, 

was completely unfounded insofar as it ignored the enormous growth in SaaS ARR to date in 2021, 

as per the Q1 2021 and Q2 2021 Letters.

70. The Board did not push back against Elliott’s criticism, and instead launched a 

process to sell the Company. On September 2, 2021, after receiving the August 25 Elliott Letter, 

the Board met and retained Qatalyst to contact other potential buyers consisting of three strategic 

buyers and nine financial sponsors, including Vista. The Board also discussed the possibility of 

negotiating 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 connection with any 

agreement to sell the Company.

71. At the meeting, the Board also discussed past and current business relationships 

that certain directors had with Elliott, Vista and other potential participants in a strategic process, 

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and reached certain conclusions, which the Proxy described as follows (including material added 

via supplemental disclosures):

Moira J. 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 including 

service on the operations committee and nominating and corporate governance 

committee, and on a CEO search committee (disbanded in January 2016), 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 18-month consulting relationship between Mr. Calderoni and 

Elliott that occurred during 2018 and 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.

Proxy at 23-24.

72. The above description of the Board’s deliberations concerning conflicts failed to 

fully disclose Defendant Calderoni’s more extensive past working relationship with Elliott after 

Elliott acquired substantial stakes in Juniper (where Defendant Calderoni was a board member) 

and EMC (where Defendant Calderoni advised the private equity firm that ultimately acquired 

EMC with Dell). Despite these additional past ties to Elliott (which the Board ignored), Defendant 

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Calderoni did not recuse himself from further Board meetings or deliberations regarding a potential 

transaction with Elliott, and the Board did not subject Defendant Calderoni to the same restrictions 

as Defendants Kilcoyne and Hogan. To the contrary, aside from Defendant Calderoni remaining 

Chairman of the Board, the Board announced on October 6, 2021, that it had appointed Defendant 

Calderoni to the positions of Interim CEO and President of Citrix. Thereafter, “[t]hroughout 

Citrix’s evaluation of potential strategic alternatives,” Defendant Calderoni concededly “had 

conversations with representatives of the various potential acquirers and financial sponsors, 

including Elliott and Vista.”

2. Elliott’s Initial Indication of Interest of $124.00-$130.00 Per Share in 

Cash

73. On September 9, 2021, Elliott submitted a written, non-binding indication of 

interest proposing to acquire all of the outstanding shares of Citrix for $124.00 to $130.00 per 

share in cash, subject to due diligence and the negotiation of a definitive agreement.

74. That same day the Board met. At the meeting, senior management presented a 

potential framework for the Company’s long-range plan that included a new licensing model for 

its branded Workspace solutions (which, according to the Q2 2021 Letter, were rapidly migrating 

to the cloud). 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. 

75. It is reasonable to infer that the new licensing model referred to in the Proxy was 

the subscription-based licensing model to which Citrix had been transitioning since there was no 

other new licensing model that had been publicly disclosed by the Company. In which case, the 

Board’s direction to senior management to disregard Citrix’s new licensing model when preparing 

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projections was extremely odd insofar as Citrix had already been proceeding with its transition to 

a new subscription-based model for some time, and was making enormous progress with the 

transition, as evidenced by the enormous growth in SaaS ARR in 2021. Indeed, the Board had 

previously (i) authorized the purchase of Wrike in January 2021, in connection with this transition, 

and (ii) decided to link performance-based equity awards with SaaS ARR growth based on the 

belief that SaaS ARR growth was the best indicator of success and progress in the ongoing 

transition to a cloud-based model.

76. At the same meeting, the Board also authorized Qatalyst to begin contacting the 12 

parties identified at the Board’s September 2, 2021 meeting that might be interested in a transaction 

with Citrix. As a result of that outreach, Vista and five other financial sponsors indicated that they 

would like to enter into confidentiality agreements with Citrix to facilitate discussions regarding a 

potential transaction. Additionally, discussions were held and due diligence was shared with 

Strategic Buyer A, a company that had previously held discussions with Citrix in 2019 concerning 

a possible transaction. Subsequently, other strategic buyers and financial sponsors reached out to 

discuss potential transactions. None of these other potential buyers, however, ever subsequently 

submitted indications of interest to acquire Citrix. Instead the only bids ever received were those 

submitted by Elliott and Vista. The reasonable inference is that other potential buyers perceived 

that the playing field was tilted in favor of Elliott and Vista given the past ties between Calderoni 

and Elliott, and the past ties between members of the Transaction Committee and Elliott and Vista 

(as further detailed below).

3. The September 2021 Projections

77. On September 23, 2021, the Board reviewed the September 2021 Projections for 

the remainder of fiscal year 2021, and fiscal years 2022 through 2026, prepared by senior 

management based on the Board’s feedback at the September 9, 2021 meeting (which as noted, 

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strangely directed management to ignore Citrix’s transition to a subscription-based licensing 

model when preparing projections). 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 the September 2021 Projections in discussions with participants in the strategic 

process.

78. The Proxy shared the September 2021 Projections in the following table:

79. On September 28, 2021, Vista advised Qatalyst that it was not interested in further 

discussions with Citrix concerning a transaction. As discussed below, however, Vista later joined 

Elliott’s bid.

80. On October 6, 2021, Citrix announced the abrupt resignation of Henshall as CEO, 

and appointment of Defendant Calderoni as Interim Chief Executive Officer and President

effective immediately. 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. As noted below, however, the Company 

subsequently beat its revenue guidance for Q3 2021.

4. Elliott’s Revised Indication of Interest of $125.00 Per Share in Cash

81. 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 $125.00 per share in 

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cash, subject to the completion of due diligence and the negotiation of a definitive agreement (the 

“October 18 Proposal”).

5. The Board Forms a Conflicted Transaction Committee 

82. On October 21, 2021, the Board formed a Transaction Committee of purportedly 

“independent and disinterested directors” to (i) monitor and direct the process and procedures 

related to the review and evaluation of the October 18 Proposal and any other proposals that the 

Company might 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 (ii) make a recommendation to the Board regarding the 

advisability of any such transaction or other alternatives. Following its formation, the Transaction 

Committee was actively involved in negotiating the Merger with Elliott and Vista, including 

directing price negotiations.

83. The Transaction Committee consisted of Defendants Caldwell, Demo, Knowling, 

Sacripanti and Sherman. The Proxy failed to disclose, however, that Defendant Knowling served 

as a director of Convergys Corporation from late 2017 until late 2018 when Convergys 

Corporation was sold to SYNNEX Corporation for $2.43 billion in cash and stock shortly after 

Elliott acquired a 4.9% ownership stake in Convergys. Further, the Proxy failed to disclose that 

Defendant Caldwell previously served as a director of TIBCO, one of Vista’s portfolio companies 

since 2014. Finally, as noted, Defendant Sacripanti had served alongside Cohn on the LogMeIn 

board. The Proxy did not disclose this relationship even though it disclosed the exact same 

relationship with respect to Calderoni, and thus plainly considered the association with Cohn via 

service on the LogMeIn Board to present a conflict. Thus, a majority of the members of the 

Transaction Committee had past ties to either Elliott or Vista, and contrary to the statement in the 

Proxy, were not “independent and disinterested.”

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6. Citrix’s Q3 2021 Results

84. On November 3, 2021, the Board held a meeting at which 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.

85. On November 4, 2021, Citrix announced its Q3 2021 results. In a letter to 

shareholders (“Q3 2021 Letter”), Defendant Calderoni, wrote concerning Citrix’s transition of 

customers to cloud-based solutions:

In the third quarter of 2021, Citrix made significant progress on its transition to 

the cloud. This quarter, Total ARR grew organically 13% year-over-year, 

excluding Wrike, despite tough comparisons due to strong demand tailwinds from 

COVID-related purchases in the prior year. Total ARR also grew faster year-overyear than the prior quarter, demonstrating a continued acceleration of our 

subscription transition. SaaS ARR is now greater than $1 billion. Organic SaaS 

ARR grew 48% year-over-year, and the third quarter was the fourth consecutive 

quarter of accelerating organic SaaS ARR growth – a clear sign that our SaaS 

offerings are resonating with customers.

Key takeaways include:

• SaaS ARR of $1.1 billion, up 75% year-over-year. Excluding Wrike, third 

quarter SaaS ARR accelerated to $934 million, up 48% year-over-year.

• The number of Citrix Cloud Paid Subscribers increased 47% year-overyear, to 12.2 million. 

• SaaS mix of subscription bookings was 64%, towards the high-end of our 

guidance range of 60-65% and up from 48% at the beginning of the year.

86. Defendant Calderoni added:

Despite achieving more than $1 billion in SaaS ARR in the third quarter of 2021, 

we are still in the early innings of our cloud transition with less than 15% of our 

current installed base having transitioned to cloud products. This continues to 

represent an enormous opportunity and provides a strong tailwind to support our 

SaaS ARR growth for years. Customers making the transition are realizing greater 

value as they shift to our cloud solutions, and we consistently see an uplift in price 

that exceeds our target 33% premium as customers derive added value, greater 

agility, and reduced total cost of ownership (TCO) as they migrate to SaaS from 

our on-premise perpetual Workspace offerings. Finally, the revenue headwinds 

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from declining perpetual licenses are now largely behind us in our Workspace 

business as we reach the anniversary of the end of broad availability of perpetual 

Citrix Workspace licenses. We believe Total ARR is the best metric to measure the 

underlying health of our business. Over time, as we emerge from our cloud 

transition, we would expect to see reported revenues grow more in line with Total 

ARR.

87. The Q3 2021 Letter also reported that SaaS revenue grew as a percentage of total 

revenue to 29%, up from 18% in Q3 2020.

88. Concerning past execution challenges, Calderoni reassured investors that (i) “the 

revenue headwinds from declining perpetual licenses are now largely behind us;” (ii) “[o]ver time, 

as we emerge from our cloud transition, we would expect to see reported revenues grow more in 

line with Total ARR;” and (iii) 2021 would “be a trough in terms of both operating margin and 

cash flow.” In particular, Calderoni explained that “[o]ur transition to a subscription model, and 

ultimately a cloud-delivered model, focuses on growing higher value recurring revenue streams

that result in more of the business booked in the current period being recognized in future periods.” 

He also referenced a margin improvement plan for Q4.

89. Equally noteworthy, in Q3 2021, Citrix reported $778 million in revenue, which 

beat the guidance of $765 million to $775 million in GAAP revenue for Q3 2021 projected on July 

29, 2021 in the Q2 2021 Letter.

90. Finally, the Q3 2021 Letter forecast improvement for full year 2021 in a number of 

key profitability metrics: 

• GAAP Operating Margin of 9.8%-10% (up from 8.0%-8.5% in the Q2 2021 

Letter)

• Non-GAAP Operating Margin of 25.2%-25.4% (up from 24.3%-24.8% in 

the Q2 2021 Letter)

• GAAP Diluted EPS of $1.81 to $1.87 per share (up from $1.45-$1.66 in the 

Q2 2021 Letter), and 

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• Non-GAAP Diluted EPS of $4.90 to $4.95 per share (up from $4.75-$4.95 

per share in the Q2 2021 Letter).

91. Only projected full year 2021 revenue of $3.19 billion to $3.20 billion in the Q3 

2021 Letter remained below the projected full 2021 revenue of $3.22 billion to $3.25 billion in the 

Q2 2021 Letter (which was to be expected since, as explained by Henshall and Defendant 

Calderoni, the transition to a cloud-based model pushed the recognition of a certain of revenue 

further into the future). But as discussed, the actual full year revenue for 2021 ultimately hit $3.22 

billion, and thus beat guidance in the Q3 2021 Letter.

92. Likewise, in the Company’s November 4, 2021 investor conference call to discuss 

Q3 2021 results, Calderoni touted the Company’s successful transition to a SaaS ARR business 

model and the Company’s growth in ARR:

We’ve proven success in our transition to the cloud with over a billion dollars of 

SaaS ARR, and we have largely transitioned our model to recurring revenues with 

over $3 billion of ARR.

Q3 2021 Conference Call at 1.

93. Calderoni also noted that the Compnay’s renewal rates are “strong and improving.”

Another important metric signaling the health of any recurring revenue business is 

renewal rates. And while we do not disclose our renewal rates, I can say the rates 

are both strong and improving.

Id.

94. Calderoni also reiterated why the shift to subscription-based revenue might be 

accompanied by “noise in reported revenue”:

[T]he focus should be on ARR because the duration [of licenses] goes up or down. 

I mean, obviously, duration, I’d rather sign longer-term deals than shorter term 

deals, but if duration goes up or down, it creates noise in reported revenues. And 

we could be having a good quarter, but have less duration and that could be a 

misleading indicator and vice versa. So I would increasingly point everybody to 

ARR as the metric that normalizes all of that, and I think that's going to be a better 

indicator of our underlying health and velocity . . . .

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Id. at 4.

95. Four times during the call, Calderoni stressed that Citrix was a business with a lot 

of tailwinds: (i) “And our important VDI DaaS business has some strong secular tailwinds with 

trends supporting secure, remote hybrid work;” (id. at 1); (ii) “Strategies intact. This is a business 

that has a lot of tailwinds. I think remote hybrid is here to stay. I think there is a lot of secular 

tailwinds that should fuel growth for quite some time. I feel really good about that. I don’t think 

the strategy needs to be overhauled at all,” (id. at 5), and (iii) “ So [security] is a secular tailwind

[for Citrix].” (Id. at 8).

96. Finally, Calderoni dismissed any narrative “questioning the health and strength of 

the business” as “misinformed”:

I think look, there's a narrative out there right now that’s questioning the health 

and the strength of the business out there and I think it's misinformed. I think we've 

got a business here that's very healthy. I think you can see that reflected in the 

growth in our ARR at 13%. I think you can see it in the fact that we have very 

strong renewal rates and they're getting better, that’s a sign of a very healthy 

business in a very healthy, competitive environment . . . So I think there’s a lot of 

metrics here that are very, very encouraging, that are inconsistent with a narrative 

out there...”

Id. at 7.

97. Notwithstanding the superior and improving results in Q3 2021, the Proxy 

misrepresents those results by excluding any mention of the rapid growth in SaaS ARR and 

focusing exclusively on negative items: “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 particular, the statement that “the Company had underperformed its 

expectations,” was false and misleading to the extent that it omitted that Citrix had reported 

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accelerating SaaS ARR, beat prior revenue guidance, and forecast improved results in a number 

of key profitability metrics.

7. Elliott’s and Vista’s Revised Indication of Interest of $110.00 Per Share 

in Cash

98. On November 19, 2021, Qatalyst authorized Elliott to work with Vista, and on 

December 5, 2021, Vista and Elliott submitted a written, non-binding IOI proposing to acquire all 

of the outstanding shares of Citrix for $110.00 per share in cash, subject to the completion of due 

diligence and the negotiation of a definitive agreement. This new bid represented a 12% drop from 

Elliott’s October 18 Proposal of $125.00 per share.

8. The December 2021 Projections

99. On December 7, 2021—a mere two days after submission of the December 5 

Proposal—the Transaction Committee met with senior management and its financial and legal 

advisors to review the updated December 2021 Projections prepared by senior management for the 

remainder of fiscal year 2021 and fiscal years 2022 through 2026. The December 2021 Projections 

purportedly rolled forward the September 2021 Projections to reflect Citrix’s actual results for Q3 

2021, an updated forecast for the Q4 2021, and implementation of a strategic cost 

improvement/restructuring program. But as explained below, by materially reducing the 

projections in the September 2021 Projections across the board, the December 2021 Projections 

completely ignored the robust and improving results reported for Q3 2021 across multiple key 

metrics.

100. During the meeting, senior management reviewed with the Transaction Committee 

the related methodology, underlying assumptions, and potential opportunities and risks in 

achieving the December 2021 Projections, and the Transaction Committee purported to consider 

“the execution challenges that Citrix is facing, the risks associated with Citrix’s business model 

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transition, and market dynamics.” The Transaction Committee, however, ignored the rapid growth 

in SaaS ARR, the beat in revenue guidance, and forecasted improvement in key profitability 

metrics, reflected in the Q3 20221 results.

101. Following these discussions, the Transaction Committee approved the December 

2021 Projections for use by Qatalyst in preparing the Fairness Opinion. Unlike the September 2021 

Projections, the Proxy does not indicate that the December 2021 Projections were shared with any 

other counterparties involved in the sales process other than Elliott and Vista (at a presentation and 

dinner on December 15, 2021, as discussed further below).

102. The Proxy shared the December 2021 Projections in the following table:

103. Despite the accelerating SaaS ARR growth, revenue beat, and improving 

profitability metrics reported for Q3 2021, the December 2021 Projections reduced the estimates 

in the September 2021 Projections for revenue and other metrics by increasingly larger percentages

for the next five years. See Exhibit A. In fact, based on the robust Q3 2021 results, the December 

2021 Projections should have increased the September 2021 Projections (which were created when 

management only had the benefit of the Q2 2021 results).

104. Nevertheless, Citrix management used the depressed December 2021 Projections 

to calculate unlevered free cash flows (“December 2021 Cash Flows”), and directed Qatalyst to 

use the December 2021 Cash Flows to prepare an Illustrative Discounted Cash Flow Analysis 

(“DCF Analysis”) as part of its Fairness Opinion. The December 2021 Cash Flows were disclosed 

in the following table:

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105. Based on the December 2021 Cash Flows, and using a discount rate range of 8.0% 

to 9.5%, Qatalyst’s DCF Analysis calculated a range of per share values for Citrix common stock 

of approximately $96.08 to $141.80. The Merger Consideration of $104.00 in cash per share fell 

close to the bottom of that range. Had management created and Qatalyst used accurate projections 

that were consistent with the accelerating SaaS ARR, increasing revenue, and improving 

profitability metrics reflected in the Q3 2021 results, the bottom of the range of per share values 

would have exceeded the $104.00 in cash per share to which Elliott and Vista agreed (which can 

be reasonably inferred by the rushed creation of the depressed December 2021 Projections just two 

days after Elliott and Vista dropped their bid to $110.00 per share).

106. Given that SaaS ARR continued to accelerate in Q3 2021, revenue in Q3 2021 beat 

guidance, and the Q3 2021 Letter projected higher margins and higher earnings per share for full 

year 2021 than the Q2 2021 Letter had projected, there was no reason to further depress the 

December 2021 Projections. To the contrary, as explained by Calderoni in the Q3 2021 Letter and 

the Q3 2021 Conference Call, all the key metrics were trending in a positive direction with (i) 

revenue headwinds from declining perpetual licenses . . . now largely behind us;” (ii) “reported 

revenues [expected to] grow more in line with Total ARR;” and (iii) 2021 being “a trough in terms 

of both operating margin and cash flow.”

107. Yet, Qatalyst nevertheless took the already depressed December 2021 Projections 

and created the December 2021 Sensitivity Cases, which purported to reflect “lower revenue 

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growth rates and operating margin assumptions approved by senior management of the Company,” 

and were designed to “allow the Transaction Committee to consider the December 2021 

Projections in light of the execution challenges facing the Company.” That is, Qatalyst devised 

even more pessimistic analyses—flatly contradicted by the Q3 2021 results (which reported rising 

revenue that beat guidance and projected improving margins and earnings per share)—to help the 

Transaction Committee justify what it knew it would ultimately agree upon—a sale of Citrix to 

Elliott and Vista at an inadequate and unfair price.

108. The December 2021 Sensitivity Cases were used to calculate even more depressed 

unlevered free cash flows (“December 2021 Sensitivity Cash Flows”), as per the following table:

109. Based on the December 2021 Sensitivity Cash Flows, and using a discount rate 

range of 8.0% to 9.5%, Qatalyst performed a second DCF Analysis that calculated a range of per 

share values for Citrix common stock of approximately $80.04 to $118.94.

110. The Proxy does not indicate that the December 2021 Sensitivity Cases were shared 

with any outside third parties.

9. The Transaction Committee Capitulates to Elliott and Vista on Price

111. On December 15, 2021, at a dinner attended by members of Citrix senior 

management and representatives of Elliott and Vista, Citrix’s senior management presented the 

December 2021 Projections to Elliott and Vista.

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112. On December 28, 2021, the Transaction Committee held a meeting at which senior 

management provided an updated forecast regarding the financial results for the fourth quarter of 

2021. As discussed below, the Q4 2021 results beat GAAP revenue guidance by a significantly 

wider margin than the Q3 2021 results had beat guidance. Thus, as of December 28, 2021, the 

Transaction Committee knew that, aside from the rapid growth in SaaS ARR, even GAAP revenue 

was improving, and given that knowledge, should have advised Qatalyst that the December 2021 

Projections were outdated and needed to be updated. Instead, the Transaction Committee allowed 

Qatalyst to continue preparing its Fairness Opinion using the outdated and depressed December 

2021 Projections and December 2021 Sensitivity Cases.

113. Thereafter, the December 28 meeting participants discussed that the appropriate 

timing for discussing with Elliott and Vista a potential retention bonus program for Citrix 

employees and other compensation-related matters would be only after price was agreed to by the 

parties.

114. Finally, the December 28 meeting participants discussed a counter to the December 

5 Proposal of Elliott and Vista, and concluded that Elliott and Vista were unlikely to go higher 

than $110.00 per share. Nevertheless, as a so-called “tactical negotiation matter,” the Transaction 

Committee authorized Qatalyst to make a counterproposal of $120.00 per share in cash. It can be 

reasonably inferred from this characterization that the Transaction Committee was not serious 

about the counteroffer.

115. On January 7, 2022, Calderoni shared preliminary results for Q4 2021 with the 

Transaction Committee. As discussed below, the Q4 2021 results beat GAAP revenue guidance 

by a significantly wider margin than the Q3 2021 results had beat guidance. Thus, if not earlier, 

then no later than January 7, 2022, the Transaction Committee knew that, aside from the rapid 

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growth in SaaS ARR, even GAAP revenue was improving, and given that knowledge, should have 

advised Qatalyst that the December 2021 Projections were outdated and needed to be updated. 

Instead, the Transaction Committee allowed Qatalyst to continue preparing its Fairness Opinion 

using the outdated and depressed December 2021 Projections and December 2021 Sensitivity 

Cases.

116. On January 15, 2022, Qatalyst presented Elliott and Vista with the Transaction 

Committee’s counterproposal of $120.00 per share in cash.

117. On January 18, 2022, Elliott and Vista responded that they would not go higher 

than $110.00 per share. They also advised they were unwilling to agree to a “go shop” period.

During subsequent calls, Qatalyst asked Elliott and Vista to raise their bid by $2.00 per share in 

cash.

118. On January 28, 2022, Elliott and Vista not only rejected the Transaction 

Committee’s requested increase, but mocked the Transaction Committee by further reducing their 

bid to $103.51 per share in cash, and indicated this was their “best and final offer” (as Cohn later 

confirmed for Calderoni in a call).

119. Later that day, the Transaction Committee asked Elliott and Vista to increase their 

bid to $104.00 per share in cash, a miniscule increase of $0.49—less than 1⁄2 percent. Elliott and 

Vista “generously” agreed.

120. As noted, $104.00 per share in cash at which the Board agreed to sell Citrix to 

Elliott and Vista represented only 4.1x of Citrix’s trailing 2021 SaaS ARR (i.e., $16.5 billion/$4 

billion in SaaS ARR for all of 2021, conservatively estimated based on the results in the first three 

quarters in 2021; see table supra) as compared to the 16.1x in trailing 2020 SaaS ARR at which 

Citrix agreed to buy Wrike from Vista—even though Citrix’s SaaS ARR was growing at over 

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70%—a rate that was more than double the rate at which Wrike’s SaaS ARR had been growing 

when it was acquired by Citrix.

121. Meanwhile, during discussions over the next two days, Citrix presented a proposal 

to Vista and Elliott regarding, inter alia, a $20.0 million retention bonus program for unspecified 

Citrix employees. The parties determined to defer further discussion of this item until after the 

execution of the Merger Agreement.

122. On January 30, 2022, Qatalyst reviewed its various analyses of the Merger 

Consideration with the Transaction Committee and other members of the Board, including 

Qatalyst’s DCF analyses based on the December 2021 Projections and one of the December 2021 

Sensitivity Cases. 

123. Qatalyst thereafter presented its Fairness Opinion concluding that Merger 

Consideration of $104.00 in cash per share was fair to Citrix Shareholders from a financial point 

of view. But Qatalyst’s Fairness Opinion was based on the false December 2021 Projections and 

false December 2021 Sensitivity Cases, the Fairness Opinion was also false. Nevertheless, 

concededly based in part on what it knew was a false Fairness Opinion, the Transaction Committee 

recommended that the Board (i) declare that the Merger was “in the best interests of [Citrix] 

stockholders,” and (ii) recommend that Citrix shareholders approve the Merger. With Defendants 

Kilcoyne and Hogan (but not Defendant Calderoni) recusing themselves, the full Board accepted 

the Transaction Committee’s recommendations.

124. On January 31, 2022, Citrix, Elliott and Vista executed the Merger Agreement, and 

issued a joint press release announcing the Merger. 

10. Citrix’s Q4 2021 Results

125. On the same day that the Merger was announced, Citrix reported Q4 2021 and full 

year 2021 results. In Q4 2021, Citrix achieved revenue of $851 million, compared to $810 million 

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in the fourth quarter of fiscal year 2020, representing 5 percent revenue growth. The $851 million 

revenue also beat guidance in the Q3 2021 Letter of $825 million to $835 million in revenue for 

Q4 2021.

126. For fiscal year 2021, Citrix reported annual revenue of $3.22 billion. This result 

also beat guidance in the Q3 2021 Letter of $3.19 billion to $3.20 billion in revenue for full year 

2021.

127. In sum, Q4 2021 results showed that in addition to enormous growth in SaaS ARR, 

Citrix was also growing its overall revenue as the business model transition successfully 

proceeded. This was indeed an extraordinary feat since both Henshall and Calderoni had warned

that the shift to a subscription-based model with its higher value recurring revenue streams would 

result in more of the business booked in the current period being recognized in future periods. Yet, 

even with that handicap, Citrix still beat revenue guidance for Q4 2021 and full year 2021.

D. Events After Announcement of the Merger

128. On February 8, 2022, representatives of Citrix contacted representatives of Vista 

and Elliott to discuss the proposed $20.0 million retention bonus program for unspecified Citrix 

employees. Representatives of Vista and Elliott indicated that they would be supportive of a 

retention bonus program, but did not formalize the amount of any such bonus pool or how it would 

be allocated. The parties agreed that they would formalize such bonus program at a later date, 

which occurred after the filing of the Proxy.

129. The Proxy advised Citrix stockholders that the “Merger cannot be completed unless 

the Merger Agreement is adopted by stockholders holding a majority of the outstanding shares of 

Citrix common stock entitled to vote at the Special Meeting.” On April 21, 2022, Citrix 

stockholders voted to approve the Merger. Thus, the Proxy containing false and misleading 

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statements that misled Citrix stockholders into believing that the Merger Consideration was fair 

was an essential link in the accomplishment of the Merger.

130. The Merger closed on September 30, 2022, and Vista and Elliott have since 

combined Citrix and TIBCO into a new entity called Cloud Software Group.

E. Receipt of Different Consideration by Officers and Directors

131. The Proxy acknowledges that “Citrix’s non-employee directors and executive 

officers have interests in the Merger that may be different from, or in addition to, the interests of 

Citrix shareholders generally.” Among those differing and additional interests was the acceleration 

and conversion of all Citrix equity awards (i.e., RSUs, PRSUs and DSUs), whether vested or 

unvested, into a right to receive the Merger Consideration based on the number of shares 

underlying each such award.

132. The Proxy contained the following tables showing the amount of cash that Citrix’s 

executive officers and non-employee directors could expect to receive for their Citrix RSU, PRSU 

and DSU awards under the Merger Agreement:

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133. In particular, according to the Proxy, Defendant Calderoni will be eligible to 

receive a total of $20,248,022 in potential payments in connection with completion of the Merger, 

comprised of the equity awards described above, plus cash and other benefits:

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134. Additionally, the Proxy discloses that Defendant Calderoni currently beneficially 

owns or has a pecuniary interest in 117,419 Citrix shares, which appears to include approximately 

70,000 shares of Citrix stock owned outright or held in an affiliated trust (after excluding RSU’s 

and DSU’s already accounted for in the tables above). Such additional shares will result in the 

payment of additional cash to Defendant Calderoni (and an affiliated trust) of approximately $7.3 

million upon consummation of the Merger, for total cash payments to Defendant Calderoni in 

excess of $27 million.

135. Beyond the outsized economic benefits of the Merger to Calderoni, the acceleration 

of the PRSU’s granted was particularly attractive to other senior Citrix executives since, according 

to the Proxy, the PRSU’s were deemed to satisfy maximum performance levels and thus pay up to 

200% upon a Change of Control. Holders of the PRSU’s would therefore receive $208.00 in cash 

(instead of just $104.00 in cash) for each share underlying such awards without actually having to 

satisfy the maximum performance levels to obtain such payout. Since the holders of PRSUs were 

Citrix’s most senior executives, it is reasonable to infer that at least some of these executives were 

involved in the preparation of the false December 2021 Projections (which, according to the Proxy, 

were prepared by members of Citrix’s senior management). The opportunity to receive $208.00 

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per share in cash for each PRSU (without actually having to satisfy the maximum performance 

level) would have provided a powerful incentive for such executives to help justify the Merger 

Consideration.8

V. DEFENDANTS’ FALSE AND MISLEADING STATEMENTS AND OMISSIONS IN 

THE PROXY STATEMENT

136. As detailed below, the Proxy (i) made false and misleading statements of material 

fact, and (ii) omitted material facts necessary to make statements therein—in light of the 

circumstances under which they were made—not misleading, in order to paint an unduly 

pessimistic picture of Citrix’s prospects, and thereby induce Citrix shareholders to approve the 

sale of Citrix to Elliott and Vista at an unfair and inadequate price. Since the Merger could not 

have closed without an affirmative vote of a majority of Citrix stockholders in favor of the Merger, 

the Proxy with all of the false and misleading statements and omissions detailed below was an 

essential link in the accomplishment of the Merger.

137. In particular, the December 2021 Projections included in the Proxy and used by 

Qatalyst to prepare its Fairness Opinion were objectively false because they disregarded the 

accelerating growth in SaaS ARR in 2021, revenue beat in Q3 2021, and forecast of improving 

profitability metrics for the balance of 2021. Likewise, the December 2021 Sensitivity Cases used 

by Qatalyst to prepare its Fairness Opinion were objectively false because they assumed 

deteriorating metrics in terms of revenue and margin when, in fact, (i) the Q3 2021 Letter reported 

8 As per the tables above, among the senior executives entitled to 200% cash payouts from PRSUs 

upon consummation of the Merger, Antonio G. Gomes served as Executive Vice President, Chief 

Legal Officer and Secretary; Paul J. Hough served as Executive Vice President and Chief Product 

Officer; Woong Joseph Kim served as Executive Vice President of Engineering and Chief 

Technology Officer; Donna N. Kimmel served as Executive Vice President and Chief People 

Officer; Hector M. Lima served as Executive Vice President of Customer Experience; Timothy A. 

Minahan served as Executive Vice President, Business Strategy and Chief Marketing Officer; and 

Mark J. Schmitz served Executive Vice President and Chief Operating Officer.

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improving revenue and projected improving profitability metrics, and (ii) the Q4 2021 results 

reported improving revenue. In short, metrics were trending higher, while the December 2021 

Sensitivity Cases assumed metrics would trend lower—the exact opposite.

138. The December 2021 Projections and the December 2021 Sensitivity Cases were 

also subjectively false because the Board did not and could not have genuinely believed the 

accuracy of the December 2021 Projections and the December 2021 Sensitivity Cases in light of 

the Board’s awareness of, among other trends, Citrix’s accelerating growth in SaaS ARR in 2021, 

Citrix’s revenue beats in Q3 2021 and Q4 2021, and projected improvement in 2021 in several 

profitability metrics. In particular, Defendant Calderoni was obviously aware of his own positive 

and optimistic statements in the Q3 2021 Letter and on the Q3 2021 Conference Call. Nevertheless,

Defendant Calderoni and the rest of the Board authorized (i) the inclusion of the false December 

2021 Projections in the Proxy, and (ii) the use by Qatalyst of the false December 2021 Projections 

and one of the false December 2021 Sensitivity Cases to prepare the Fairness Opinion in order to 

justify the unfair and inadequate price at which the Board agreed to sell Citrix to Elliott and Vista.

139. The entire Board is liable for all of the false and misleading statements and 

omissions detailed below. Despite knowing that the December 2021 Projections and the December 

2021 Sensitivity Cases were false, and therefore that the Fairness Opinion (which was based on 

the December 2021 Projections and the December 2021 Sensitivity Cases) was false, the full Board 

nevertheless approved the Merger, declared that it was “in the best interests of the Company’s 

stockholders,” and recommended “that stockholders vote “FOR” the proposal to adopt the Merger 

Agreement.”

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A. Misstatements and Omissions That Rendered Statements in the Proxy About 

the Q2 and Q3 2021 Results Misleading

140. The Proxy, as supplemented by the additional disclosures filed on April 13, 2022 

(“Supplemental Disclosures”), summarized its announcements of its results in Q1, Q2 and Q3 of 

2022, respectively, using the following three similarly formulated paragraphs: 

On April 29, 2021, Citrix announced its results of operations for the first quarter of 

fiscal year 2021, which included reported revenue below expectations despite yearover-year growth in Citrix’s software-as-a-service annualized recurring revenue. 

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. 

[. . .]

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.

[. . .]

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. 

Proxy at 22, 31.

141. The above sequence of italicized statements in the Proxy concerning Q1, Q2 and 

Q3 2021 results was misleading because, while the company expressly stated that the Company 

had experienced year-over-year growth in SaaS ARR in its statements about Q1, the Company 

omitted that Citrix likewise had experienced year-over-year growth in SaaS ARR in its similarly 

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formulated statements about Q2 and Q3. In this way, the above statement implied that Citrix had 

only experienced year-over-year growth in SaaS ARR during Q1 2021. As set forth above, the 

quarterly letters issued by the Company for Q1, Q2 and Q3 2021 all reported accelerating SaaS 

ARR (i.e., growth of 70% in Q1 2021, 74% in Q2 2021, and 75% in Q3 2021). The Proxy, 

however, only mentions accelerating SaaS ARR when discussing the Q1 2021 results, and does 

not mention accelerating SaaS ARR in the statements discussing the Q2 and Q3 2021 results. Thus, 

the Proxy misled Citrix stockholders into concluding that SaaS ARR had not accelerated in Q2 

2021 and Q3 2021, which would have misled Citrix stockholders into further mistakenly 

concluding that Citrix’s cloud transition was stalling. But in fact, as shown, both Henshall and 

Calderoni reported in Q2 2021 and Q3 2021, respectively, that Citrix’s cloud transition was 

making “strong” and “significant” progress (as evidenced by accelerating SaaS ARR in each of 

those quarters). The two statements above in the Proxy addressing the Q2 and Q3 2021 results 

were thus rendered misleading by omission.

B. Misstatements and Omissions That Rendered Statements in the Proxy About 

the Q2 2021 Results Misleading

142. Concerning Q2 2021 results, the Proxy stated: 

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.

(Proxy at 22).

143. In the above statement, the Proxy states only a half-truth in stating that the 

Company was experiencing “difficulties . . . with transitioning the business to a SaaS model,” 

because in fact, the Company was experiencing accelerating SaaS ARR in Q2 2021 and other 

successes in its transition to a SaaS model, and so was not experiencing only difficulties with that

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transition. Reasonable Citrix stockholders would take from the above statement that the cloud 

transition was not going well. But in fact, Henshall had reported in the Q2 2021 Letter that (i) SaaS 

ARR had grown 74% year-over-year to more than $1 billion (up from $943 billion in Q1 2021), 

(ii) SaaS ARR had grown to 26% of total revenue, up from 16% in Q2 2020, and (iii) “[w]ith yearover-year [SaaS ARR] growth accelerating for the third consecutive quarter, both inclusive and 

exclusive of Wrike since the close of the acquisition, strong SaaS ARR growth demonstrates our 

focus on transitioning our installed base.” Thus, notwithstanding any challenges identified by 

Henshall, the cloud transition was “progressing well,” as Henshall stressed. 

144. The above statement in the Proxy concerning Q2 2021 results was also misleading 

because it omitted material facts that rendered it misleading. In particular, the above statement was 

misleading because it focused exclusively on negative factors, but failed to disclose any of the 

following positive factors: (i) the accelerating growth in SaaS ARR in Q2 2021 (as reported in the 

Q2 2021 Letter), (ii) the “positive momentum” in the business model transition (as reported in the 

Q2 2021 Letter), and (iii) the belief of former CEO Henshall (expressed in the Q2 2021 Letter) 

that “SaaS ARR is the best way to measure the progress we are making in transitioning our business 

to the cloud.”

145. Omission of the numerous positive aspects of the Q2 2021 results identified above 

rendered the above statement in the Proxy concerning the Q2 2021 results misleading insofar as 

Citrix shareholders reading that statement would take away from them that the Q2 2021 were 

exclusively disappointing. Moreover, given the Proxy’s reference to “year-over-year growth in 

Citrix’s [SaaS ARR]” in connection with its discussion of the Q1 2021 results, the omission of any 

reference to continued growth in SaaS ARR when discussing the Q2 2021 results would mislead 

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Citrix shareholders into believing that such growth had stopped. In fact, however, Citrix had 

experienced enormous growth in Q2 2021 with respect to SaaS ARR.

C. Misstatements and Omissions in the Proxy About the Q3 2021 Results Were 

Misleading

146. Concerning Q3 2021 results, the Proxy stated:

Citrix reported its results of operations for the third quarter of 2021 . . . noting that 

the Company had underperformed its expectations during the year as it continued 

to face execution challenges.

(Proxy at 31).

147. The above statement in the Proxy concerning Q3 2021 results was materially 

misleading because it stated that the Company had underperformed its expectations during the 

year, when in fact, the Company had outperformed its expectations in Q3 2021, i.e., in Q3 2021, 

Citrix reported $778 million in revenue, which beat the Company’s guidance in the Q2 2021 Letter 

of $765 million to $775 million in GAAP revenue for Q3 2021.

148. The above statement also omitted material facts that rendered it misleading because 

it failed to disclose that (i) the third quarter was the fourth consecutive quarter of accelerating 

organic SaaS ARR growth,” which Calderoni stated in the Q3 2021 Letter was “a clear sign that 

our SaaS offerings are resonating with customers,” and (ii) SaaS ARR growth accelerated in Q3

2021, and was up 75% year-over-year (as compared to 70% year-over-year in Q2 2021). The 

Proxy’s discussion of Q3 2021 results was also unduly pessimistic since it ignored Calderoni’s 

statements in the Q3 2021 Letter that negative factors were mitigating; namely, (i) “the revenue 

headwinds from declining perpetual licenses are now largely behind us;” (ii) “[o]ver time, as we 

emerge from our cloud transition, we would expect to see reported revenues grow more in line 

with Total ARR;” and (iii) 2021 would “be a trough in terms of both operating margin and cash 

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flow.” The Proxy also ignored the improved outlook for key profitability metrics set forth in the 

Q3 2021 Letter, i.e., GAAP and Non-GAAP EPS, and GAAP and Non-GAAP operating margin.

149. Omission of the numerous positive aspects of Q3 2021 results identified above 

rendered the above statement in the Proxy concerning the Q3 2021 results misleading insofar as 

Citrix shareholders reading that statement would take away from them that the Q3 2021 were 

exclusively disappointing. Moreover, given the Proxy’s reference to “year-over-year growth in 

Citrix’s [SaaS ARR]” in connection with its discussion of the Q1 2021 results, the omission of any 

reference to continued growth in SaaS ARR when discussing the Q3 2021 results would mislead 

Citrix shareholders into believing that such growth had stopped. In fact, however, Citrix had 

experienced accelerating growth in Q3 2021 with respect to a key metric—SaaS ARR—that 

Defendant Calderoni had identified as the “best way” to measure the progress of business model 

transition.

D. The December 2021 Projections and December 2021 Sensitivity Case

Contained in the Proxy Were Subjectively and Objectively False and 

Misleading

150. In the Proxy, Defendants included the following numerical summary of the 

December 2021 Projections:

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151. Further, the Proxy included the following calculations by Qatalyst of unlevered free 

cash flows based on based on the December Projections: 

152. The Proxy also included the following calculations by Qatalyst of unlevered free 

cash flows based on one of the December 2021 Sensitivity Cases:

153. The above December Projections, and unlevered cash flows based on the December 

2021 Projections and a December 2021 Sensitivity Case, were objectively false and misleading 

because they implied that the Company’s current trajectory for revenue growth and financial 

performance was negative and deteriorating, when in fact the statements by Calderoni to investors 

in the Q3 2021 Letter and to analysts on the Q3 2021 Conference Calls made clear that that the 

Company’s current trajectory for revenue growth and financial performance was positive and 

improving due to accelerating SaaS ARR growth (which Calderoni had stated in the April 2021 

Meeting Notice was “a forward-looking indicator of top line trends.”). And concerning past 

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execution challenges, Calderoni reassured investors that (i) “the revenue headwinds from declining 

perpetual licenses are now largely behind us;” (ii) “[o]ver time, as we emerge from our cloud 

transition, we would expect to see reported revenues grow more in line with Total ARR;” and (iii) 

2021 would “be a trough in terms of both operating margin and cash flow.” 

154. Moreover, the December 2021 Projections, and unlevered cash flows based on the 

December 2021 Projections and one of the December 2021 Sensitivity Cases, were also 

subjectively false. Specifically, given Calderoni’s statements above in the Q3 2021 Letter and on 

the Q3 2021 Conference reporting, among other positive trends (i) accelerating SaaS ARR growth, 

(ii) “revenue headwinds . . . now largely behind us,” with Q3 2021 revenue beating guidance; (iii) 

a business with “a lot of tailwinds” that “should fuel growth for some time,” (iv) “a lot of metrics 

. . . that are very, very encouraging,” and (v) any narrative “questioning the health and strength of 

the business” being “misinformed,” the Board—and especially Calderoni (who was aware of his 

own positive and optimistic statements)—could not have genuinely believed the December 2021 

Projections and December 2021 Sensitivity Cases, which forecast deteriorating revenue and other 

metrics. 

155. Moreover, on December 28, 2021, senior management provided an updated 

forecast to the Transaction Committee regarding the financial results for the fourth quarter of 2021. 

As discussed above, the Q4 2021 results beat GAAP revenue guidance by a significantly wider 

margin than the Q3 2021 results had beat guidance. Thus, as of December 28, 2021, the 

Transaction Committee knew that, aside from the rapid growth in SaaS ARR, even GAAP revenue 

was improving, and given that knowledge, could not have legitimately believed the forecasts of 

deteriorating revenue in the December 2021 Projections, and should have advised Qatalyst that the 

December 2021 Projections were outdated and needed to be updated.

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156. Further, in the Q3 2021 Letter, Calderoni had stated that he expected 2021 would 

“be a trough in terms of both operating margin and cash flow.” The Q3 2021 Letter also forecast 

for full year 2021 (i) GAAP Operating Margin of approximately 10%, (ii) Non-GAAP Operating 

Margin of approximately 25%, (iii) GAAP Diluted EPS of $1.81 to $1.87 per share, and (iv) NonGAAP Diluted EPS of $4.90 to $4.95 per share. All of these metrics showed improvement over 

the forecasts in the Q2 2021 Letter for full year 2021 of (i) GAAP Operating Margin of 

approximately 8-9%, (ii) Non-GAAP Operating Margin of approximately 24-25%, (iii) GAAP 

Diluted EPS of $1.45 to $1.66 per share, and (iv) Non-GAAP Diluted EPS of $4.75 to $4.95 per 

share. Thus, there was no basis for Qatalyst to assume “lower operating margins” in the December 

2021 Sensitivity Cases.

157. Finally, it is telling that Qatalyst did not perform any sensitivity analysis to illustrate 

the potential upside to the December 2021 Projections from continued strong progress in 

transitioning to cloud-based solutions, and the continued enormous growth in SaaS ARR.

158. Given the failure of senior management to consider Citrix’s enormous progress in 

transitioning to cloud-based solutions, and enormous growth in SaaS ARR during 2021, when 

formulating the December 2021 Projections——it is clear that neither the December 2021 

Projections nor the December 2021 Sensitivity Cases created by Qatalyst, reflected the legitimately 

held opinion of senior Citrix management regarding Citrix’s prospects. Instead, it is plain that (i) 

the positive and optimistic statements concerning SaaS ARR growth and “tailwinds” shared by 

Defendant Calderoni in the Q3 2021 Letter and on the Q3 2021 Conference Call, represented the 

legitimately held opinion of Citrix management as of December 2021 concerning the future 

prospects for Citrix, and (ii) the unduly pessimistic December 2021 Projections and December 

2021 Sensitivity Cases were created solely for the improper purpose of engineering a DCF 

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Analysis that would allow Qatalyst to conclude that the Merger Consideration was fair to Citrix 

shareholders. Indeed, as noted, Defendant Calderoni expressly stated on the Q3 2021 Conference 

Call that any narrative “questioning the health and strength of the business” was “misinformed.”

E. The Qatalyst Fairness Opinion Was False and Misleading

159. In Annex C in the Proxy, Defendants attached the “Opinion of Qatalyst Partners 

LP.” (Proxy at C-1.)

160. The Qatalyst Fairness Opinion in the Proxy was false and misleading because the

DCF Analysis performed by Qatalyst and incorporated into the Qatalyst Fairness Opinion was 

based on the December 2021 Projections and December 2021 Sensitivity Case, which were 

themselves false and misleading. Had the DCF Analysis used reasonable and accurate projections 

that Citrix management genuinely believed (instead of using the false December 2021 Projections, 

false December 2021 Cash Flows, false December 2021 Sensitivity Case, and false December 

2021 Sensitivity Case Cash Flows), the low end of value per share ranges derived from the DCF 

Analysis would have exceeded the Merger Consideration and indicated that the Merger 

Consideration was unfair and inadequate.

161. Qatalyst’s Fairness Opinion was also false and misleading because it was based in 

part on a Selected Transactions Analysis that failed to include the most probative transaction for 

the analysis, namely, Citrix’s purchase of Wrike from Vista in January 2021. As noted, Citrix 

acquired Wrike from Vista for $2.25 billion when Wrike was projected to grow its SaaS ARR of 

$140 million in 2022 by 30 percent to between $180 million and $190 million in 2021, yielding a 

multiple of 16x trailing annual SaaS recurring revenue. That omission was likely intentional since 

it indicates that selling Citrix to Elliott and Vista for only $16.5 billion (including the assumption 

of Citrix debt)—a multiple of only 4.1x Citrix’s trailing SaaS ARR in 2021—is highly unfair and 

inadequate.

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162. Finally, the Qatalyst Fairness Opinion was false and misleading because it used an 

inflated discount rate range of 8.0% to 9.5% (based on a methodology not fully disclosed in the 

Proxy) to further depress the value of Citrix. Notably, a DCF analysis performed by online research 

firm Simply Wall Street uses a discount rate of 6.77% (based on a fully disclosed methodology)

in March 2022 to value Citrix at $171.55 per share:

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163. The higher discount rate of 8.0% to 9.5% used by Qatalyst (according to an 

undisclosed methodology) depressed the value range for Citrix's shares. Raising discount rates 

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drives down the resulting value range. Citrix Shareholders are entitled to further disclosure on how 

Qatalyst derived its excessively high discount rate range. 

F. Statements in the Proxy That the Transaction Committee Consisted of 

Independent and Disinterested Directors Were False and Misleading

164. On October 21, 2021, the Board formed the Transaction Committee consisting of 

Defendants Caldwell, Demo, Knowling, Sacripanti and Sherman. The Proxy stated that the 

Transaction Committee consisted of “independent and disinterested directors.” The Proxy stated, 

for example: 

[T]he Citrix Board determined, as a matter of convenience and efficiency . . . 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 18th Proposal and any other proposals that the Company may receive 

with respect to a strategic transaction . . . .

Proxy at 30.

165. The above statement was false and misleading because, as shown above, 

Defendants Caldwell, Knowling and Sacripanti had past ties to Elliott or Visa, which rendered 

them incapable of making independent decisions in the best interests of Citrix and its stockholders 

free of extraneous considerations related to the interests of Elliott and Vista. This meant that a 

majority of the Transaction Committee—involved in such critical tasks as price negotiations—was 

not independent of Elliott and Vista.

166. Further, because the Proxy did not disclose the past ties of Defendants Caldwell, 

Knowling and Sacripanti to Elliott and Vista, Citrix stockholders were misled into concluding that 

those directors were independent of Elliott and Vista. This was a material omission since the 

Transaction Committee handled, among other tasks, price negotiations with Elliott and Vista.

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G. Omissions in the Proxy Concerning Past Ties Between Defendant Calderoni 

and Elliott Rendered Statements Misleading

167. The Proxy, as supplemented by the Supplemental Disclosures, purported to fully 

disclose all of the past ties between Board members and Elliott:

Moira J. 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 including 

service on the operations committee and nominating and corporate governance 

committee, and on a CEO search committee (disbanded in January 2016), 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 18-month consulting relationship between Mr. Calderoni and 

Elliott that occurred during 2018 and 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.

Proxy at 23-24.

168. The above statement was misleading because it purported to disclose all past ties 

between Board members and Elliott but failed to disclose past ties between Defendant Calderoni 

and Elliott arising out Calderoni’s involvement with Juniper and EMC—companies in which 

Elliott held interests and adopted an activist stance. Defendant Calderoni previously served as a 

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director of Juniper where he worked with Elliott after Elliott reached an agreement with Juniper in 

February 2014 to obtain two seats on Juniper’s board of directors and implement a plan to improve 

operations. Defendant Calderoni also served as a senior advisor to Silver Lake Partners, a private 

equity firm that announced in October 2015 it would participate in the $67 billion purchase by 

Dell Computers of EMC, in which Elliott held a 2.2% stake and which Elliott had been pressuring 

since October 2014 to spin off assets. The Proxy’s purported disclosure of all past ties between 

Defendant Calderoni and Elliott was thus rendered misleading by that omission.

H. Statements in the Proxy That the Merger Was “In the Best Interests” of 

Citrix Shareholders Were False and Misleading

169. The Proxy repeatedly stated that the Transaction Committee and the Board 

concluded that the Merger was “in the best interests” of Citrix shareholders, “advisable” and “fair.”

For example:

After careful consideration, the members of Citrix’s board of directors . . . declared 

that the Merger Agreement, the Merger and the other transactions contemplated by 

the Merger Agreement were advisable and in the best interests of the Company’s 

stockholders . . . .

Proxy, Opening Letter to Stockholders at 1; Proxy at iii, 12.

The members of the Citrix Board . . . deem[ed] the Merger Agreement, the Merger 

and the other transactions and agreements contemplated by the Merger Agreement 

to be advisable, fair to and in the best interests of the Company and its 

stockholders . . . .

Proxy at v.

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 . . . .

Proxy at 37.

[T]he Transaction Committee unanimously adopted resolutions recommending to 

the Citrix Board that the Citrix Board: (1) declare that the Merger Agreement, the 

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Merger and the other transactions contemplated by the Merger Agreement were 

advisable and in the best interests of the Company’s stockholders . . . .

Proxy at 37-38.

Thereafter, based upon the unanimous recommendation of the Transaction 

Committee, the members of the Citrix Board . . . unanimously adopted resolutions: 

(1) declaring that the Merger Agreement, the Merger and the other transactions 

contemplated by the Merger Agreement were advisable and in the best interests of 

the Company’s stockholders . . . .

Proxy at 38.

The Citrix Board carefully reviewed and considered the proposed Merger in 

consultation with Citrix’s senior management and legal and financial advisors and, 

upon the unanimous recommendation of the Transaction Committee, the Citrix 

Board: (1) declared that the Merger Agreement, the Merger and the other 

transactions contemplated by the Merger Agreement were advisable and in the best 

interests of the Company’s stockholders . . . .

Proxy at 38.

Members of the Citrix Board and the Transaction Committee . . . reach[ed] the 

determination to approve the Merger Agreement and to declare that the Merger 

Agreement, the Merger and the other transactions contemplated by the Merger 

Agreement were advisable and in the best interests of Citrix and its stockholders

. . . .”

170. The above statements were false and misleading because, for the reasons set forth 

above, the Transaction Committee and the Board did not genuinely believe the December 2021 

Projections and the December 2021 Sensitivity Cases, and thus knew that the Merger 

Consideration was inadequate and unfair, and thus could not have genuinely believed that the 

Merger was in “advisable,” “fair” or “in the best interests” of Citrix and its stockholders.

I. Misstatement in the Proxy That the December 2021 Projections Represented 

Management’s Best Currently Available Estimate of Citrix’s Future 

Financial Performance Were False and Misleading

171. The Proxy stated that in preparing the Fairness Opinion, Qatalyst was “advised by 

Citrix’s management” that the December 2021 Projections “had been reasonably prepared on a 

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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.” (Proxy at 42.)

172. The above statement in the Proxy was false and misleading because the December 

2021 Projections had not been prepared on a basis “reflecting the best currently available estimates

and judgment of the management of Citrix of the future financial performance of Citrix.” To the 

contrary, the best available estimates and judgments of Citrix management concerning the future 

financial performance of Citrix at the time the December 2021 Projections were set forth in the Q3 

2021 Letter, which, as set forth above, showed that, among other things, SaaS ARR was 

accelerating, the transition to a cloud-based model was making strong progress, and revenue 

headwinds were mitigating. Further, Defendant Calderoni further shared his views concerning the 

future financial performance on the Q3 2021 Conference Call, on which he stated, among other 

things, that (i) Citrix is a business with “a lot of tailwinds” that “should fuel growth for some time,” 

(ii) “a lot of metrics” for Citrix “are very, very encouraging,” and (iii) any narrative “questioning 

the health and strength of the business” is “misinformed.”

VI. LOSS CAUSATION

173. Defendants’ material misrepresentations and omissions in the Proxy caused actual 

economic loss to Citrix shareholders as measured by the difference between the inadequate and 

unfair Merger Consideration and the higher true value of Citrix’s shares. In particular, in the Proxy, 

the Board recommended that Citrix stockholders approve the Merger based on false and 

misleading statements and omissions (as identified above), including the false and misleading 

Fairness Opinion, which was premised in material part on the false December 2021 Projections 

and a false December 2021 Sensitivity Case, as well as inflated discount rates. Had the projections 

prepared by Citrix senior management taken into account accelerating SaaS ARR growth, 

improving GAAP revenue and other positive trends in Citrix’s financial performance in 2021, 

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those projections would have yielded more accurate cash flows. In turn, had more accurate cash 

flows been used as inputs in Qatalyst’s DCF Analysis (instead of the false December 2021 Cash 

Flows and false December 2021 Sensitivity Cash Flows), and had Qatalyst used reasonable 

discount rates, the DCF Analysis would have indicated that the value of Citrix’s shares 

substantially exceeded $104.00 per share, and Qatalyst could not have opined that the Merger 

Consideration was fair. In turn, if Qatalyst could not opine that the Merger Consideration was fair, 

the Board could not have recommended that Citrix shareholders approve the Merger, and Citrix, 

Elliott and Vista could not have consummated the Merger unless Elliott and Vista were willing to 

submit a bid higher than $104.00 per share. That is to say, but for the false December 2021 

Projections and December 2021 Sensitivity Case, and inflated discounted rates used by Qatalyst, 

Qatalyst could not have issued the Fairness Opinion; the Board could and would not have 

recommended that Citrix shareholders vote for the Merger; the requisite percentage of Citrix 

shareholders would not have voted for the Merger; and Citrix shareholders would not have been 

cashed out of their shares for at an inadequate and unfair price.

174. Additionally, the multiple paid by Citrix to Vista to acquire Wrike in January 2021 

serves as further evidence that the Merger Consideration undervalued Citrix. When it was acquired 

by Citrix, Wrike was growing its SaaS ARR at a rate of 30% per year. Wrike’s 2020 SaaS ARR 

was $140 million, and thus Citrix paid a multiple of 16.1x trailing SaaS ARR to acquire Wrike 

from Vista (i.e., $2.25 billion/$140 million). 

175. As set forth in the Q1 2021, Q2 2021 and Q3 2021 Letters, Citrix grew SaaS ARR 

in 2021 at a rate of over 70% to over $4 billion. A multiple of 16.1x trailing 2021 SaaS ARR would 

value Citrix’s SaaS ARR alone at $64 billion, without taking into account other non-SaaS revenue 

streams. While there may be other considerations that would reduce that figure (such as market 

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conditions), the gap between what Citrix paid Vista for Wrike (a SaaS business), and what Vista 

and Elliott paid to acquire Citrix’s SaaS and other business lines just one year later is so vast, that 

a reasonable inference arises that Citrix stockholders did not get full value from the Merger, and 

would not have voted for the Merger had they been fully informed in the Proxy concerning the 

numerous positive trends in Citrix’s business, including without limitation, accelerating SaaS 

ARR.

VII. CLASS ACTION ALLEGATIONS

176. Plaintiff brings this action as a class action pursuant to Rule 23 of the Federal Rules 

of Civil Procedure on behalf of a class (“Class”) consisting of all individuals and entities that were 

Citrix common shareholders of record as of the close of business on September 30, 2022 (“Class 

Period”), when the Merger closed. Excluded from the Class are defendants and their affiliates, 

immediate families, legal representatives, heirs, successors or assigns and any entity in which 

defendants have or had a controlling interest. 

177. Plaintiff’s claims are properly maintainable as a class action under Rule 23 of the 

Federal Rules of Civil Procedure.

178. The Class is so numerous that joinder of all members is impracticable. While the 

exact number of Class members is unknown to Plaintiff at this time and can only be ascertained 

through discovery, the Proxy discloses that, as of the close of business on March 8, 2022, there 

were 125,913,152 shares of Citrix common stock outstanding and eligible to vote on the Merger.

All members of the Class may be identified from records maintained by Citrix or its transfer agent 

and may be notified of the pendency of this action by mail, using forms of notice similar to that 

customarily used in securities class actions. 

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179. Plaintiff’s claims are typical of the claims of the members of the Class as all 

members of the Class are similarly affected by Defendants’ wrongful conduct in violation of the 

federal securities laws specified above.

180. Plaintiff will fairly and adequately protect the interests of the Class, and has no 

interests antagonistic to or in conflict with those of the Class that Plaintiff seeks to represent. 

Plaintiff has retained competent counsel experienced in securities class action litigation of this 

nature. 

181. Questions of law and fact are common to the Class and predominate over questions 

affecting any individual Class member, including, inter alia: 

(i) Whether Defendants have violated Section 14(a) of the Exchange Act and 

Rule 14a-9 promulgated thereunder; 

(ii) Whether the Individual Defendants have violated Section 20(a) of the 

Exchange Act; and

(iii) Whether Plaintiff and the other members of the Class are entitled to 

damages, and in what amount.

182. A class action is superior to all other available methods for the fair and efficient 

adjudication of this controversy. Plaintiff knows of no difficulty to be encountered in the 

management of this action that would preclude its maintenance as a class action.

183. Defendants have acted, or refused to act, on grounds generally applicable to the 

Class as a whole, and are causing injury to the entire Class. Therefore, final injunctive relief on 

behalf of the Class as a whole is appropriate.

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69

COUNT I

(Against All Defendants for Violations of Section 14(a) of the Exchange Act

and Rule 14a-9)

184. Plaintiff incorporates and repeats each and every allegation above as if fully set 

forth herein.

185. SEC Rule 14a-9, 17 C.F.R. §240.14a-9, promulgated pursuant to §14(a) of the

Exchange Act, provides:

No solicitation subject to this regulation shall be made by means of any Proxy, form 

of proxy, notice of meeting or other communication, written or oral, containing any 

statement which, at the time and in light of the circumstances under which it is 

made, is false or misleading with respect to any material fact, or which omits to 

state any material fact necessary in order to make the statements therein not false 

or misleading or necessary to correct any statement in any earlier communication 

with respect to the solicitation of a proxy for the same meeting or subject matter 

which has become false or misleading.

186. By virtue of their positions within the Company, and/or roles in the process of 

preparing, reviewing, and/or disseminating the Proxy, Defendants were or should have been aware 

of their duty not to make false and misleading statements in the Proxy, and not to omit material 

facts from the Proxy necessary to make statements made therein—in light of the circumstances 

under which they were made—not misleading.

187. Yet, as specified above, in violation of Section 14(a) of the Exchange Act and Rule 

14a-9, Defendants filed a Proxy that (i) made untrue statements of material fact in the Proxy, and 

(ii) omitted material facts necessary to make statements therein— in light of the circumstances 

under which they were made—not misleading, in order to induce Citrix shareholders to vote in 

favor of the Merger and related proposals. Defendants were at least negligent in filing the Proxy 

with these material misrepresentations and omissions.

188. The Proxy was an essential link in the accomplishment of the Merger since it 

solicited Citrix shareholders to vote to approve the Merger, and the solicitation of such votes 

Case 0:22-cv-62327-RAR Document 34 Entered on FLSD Docket 05/08/2023 Page 69 of 77
70

enabled Defendants to consummate the Merger when Citrix shareholders voted to approve the 

Merger.

189. The misrepresentations and omissions in the Proxy specified above are material 

insofar as there is a substantial likelihood that a reasonable Citrix stockholder would consider them 

important in deciding whether to vote in favor of the Merger and related proposals. In addition, a 

reasonable Citrix stockholder would view disclosures of the omitted facts specified above as 

significantly altering the “total mix” of information made available to Citrix shareholders.

190. As a direct result of the Defendants’ dissemination of the false and misleading 

Proxy, Plaintiff and other members of the Class were deprived of their right to be presented with 

accurate proxy materials while asked to vote on the Merger, were caused to vote in favor of the 

Merger, were caused to not exercise their appraisal rights, and were caused to sell their shares for 

less than the fair value of those shares.

191. By reason of the misconduct detailed herein, the Defendants are liable pursuant to 

Section 14(a) of the Exchange Act and SEC Rule 14a-9 promulgated thereunder.

COUNT II

(Against the Individual Defendants for Violations of 

Section 20(a) of the Exchange Act)

192. Plaintiff incorporates and repeats each and every allegation above as if fully set 

forth herein

193. The Individual Defendants acted as controlling persons of Citrix within the 

meaning of Section 20(a) of the Exchange Act, as alleged herein. By virtue of their positions as 

officers and/or directors of Citrix, and participation in, and/or awareness of Citrix’s operations,

and/or intimate knowledge of the contents of the Proxy filed with the SEC, they had the power to 

influence and control, and did influence and control, directly or indirectly, the decision-making of 

Case 0:22-cv-62327-RAR Document 34 Entered on FLSD Docket 05/08/2023 Page 70 of 77
71

Citrix with respect to the Proxy, including the content and dissemination of the various statements 

in the Proxy that Plaintiff contends are materially false and misleading, and the omission of 

material facts specified above.

194. Each of the Individual Defendants was provided with or had unlimited access to 

copies of the Proxy and other statements alleged by Plaintiff to be misleading prior to and/or 

shortly after these statements were issued and had the ability to prevent the issuance of the 

statements or cause the statements to be corrected.

195. Each of the Individual Defendants had direct and supervisory involvement in the 

day-to-day operations of Citrix, and, therefore, is presumed to have had the power to control or 

influence the particular transactions giving rise to the securities violations alleged herein, and 

exercised same. In particular, the Proxy at issue references the unanimous recommendation of the 

Board to approve the Merger, and recommend that Citrix shareholders vote for the Merger. The 

Individual Defendants were thus directly involved in the making of the Proxy.

196. In addition, as the Proxy sets forth at length, and as described herein, the Individual 

Defendants were involved in negotiating, reviewing, and approving the Merger. The Proxy

purports to describe the various issues and information that the Individual Defendants reviewed 

and considered in connection with such negotiation, review and approval. The Individual 

Defendants thus directly participated in the drafting of the Proxy.

197. As set forth above, the Individual Defendants had the ability to exercise control 

over and did control a person or persons who have each violated Section 14(a), by their acts and 

omissions as alleged herein. By virtue of their positions as controlling persons, these Defendants 

are liable pursuant to Section 20(a) of the Exchange Act.

Case 0:22-cv-62327-RAR Document 34 Entered on FLSD Docket 05/08/2023 Page 71 of 77
72

PRAYER FOR RELIEF

WHEREFORE, Lead Plaintiffs pray for judgment and relief as follows:

A. Preliminarily determining that this action is a proper class action under Rule 23 of 

the Federal Rules of Civil Procedure; appointing Plaintiffs as the Class Plaintiffs; and appointing 

Lead Counsel as Class Counsel; 

B. Awarding compensatory damages in favor of Plaintiff and other Class Members 

against all Defendants, jointly and severally, for all damages sustained as a result of Defendants’ 

wrongdoing, in an amount to be proven at trial, including interest thereon; 

C. Awarding Plaintiffs and the Class their reasonable costs and expenses incurred in 

this action, including reasonable attorneys’ fees and expert fees; 

D. Awarding Plaintiffs and the Class pre- and post-judgment interest on any damages 

recovered; and

E. Granting such other and further relief as this Court may deem just and proper.

Case 0:22-cv-62327-RAR Document 34 Entered on FLSD Docket 05/08/2023 Page 72 of 77
73

JURY DEMAND

Plaintiff demands a trial by jury on all claims and issues so triable.

Dated: May 8, 2023 Respectfully submitted,

MILLER SHAH LLP

/s/ Jayne A. Goldstein

Jayne A. Goldstein (FBN 144088)

1625 N. Commerce Pkwy, Suite 320

Fort Lauderdale, FL 33326

Telephone: (954) 903-3170

Facsimile: (866) 300-7367

jagoldstein@millershah.com

Liaison Counsel for the Proposed Class

POMERANTZ LLP

Jeremy A. Lieberman (pro hac vice pending)

Austin P. Van (pro hac vice pending)

600 Third Avenue, 20th Floor

New York, NY 10016

Telephone: (212) 661-1100

Facsimile: (917) 463-1044

jalieberman@pomlaw.com

avan@pomlaw.com

Joshua E. Fruchter 

(admitted pro hac vice)

WOHL & FRUCHTER LLP

25 Robert Pitt Drive, Suite 209G

Monsey, NY 10952

Telephone: (845) 290-6818

Facsimile: (718) 504-3773

jfruchter@wohlfruchter.com

Lead Counsel for the Proposed Class

Case 0:22-cv-62327-RAR Document 34 Entered on FLSD Docket 05/08/2023 Page 73 of 77
EXHIBIT A

Case 0:22-cv-62327-RAR Document 34 Entered on FLSD Docket 05/08/2023 Page 74 of 77
EXHIBIT A: Comparison of Sept 2021 Projections ("Sept 21P") vs. Dec 2021 Projections ("Dec 21P")

Sept 21P Dec 21P Sept 21P Dec 21P Sept 21P Dec 21P Sept 21P Dec 21P Sept 21P Dec 21P Sept 21P Dec 21P

2021E 2021E % ∆ 2022E 2022E % ∆ 2023E 2023E % ∆ 2024E 2024E % ∆ 2025E 2025E % ∆ 2026E 2026E % ∆

3,267 3,212 (1.7%) 3,494 3,409 (2.4%) 3,938 3,765 (4.4%) 4,209 4,040 (4.0%) 4,465 4,241 (5.0%) 4,692 4,423 (5.7%)

Sept 21P Dec 21P Sept 21P Dec 21P Sept 21P Dec 21P Sept 21P Dec 21P Sept 21P Dec 21P Sept 21P Dec 21P

2021E 2021E % ∆ 2022E 2022E % ∆ 2023E 2023E % ∆ 2024E 2024E % ∆ 2025E 2025E % ∆ 2026E 2026E % ∆

2,730 2,687 (1.6%) 2,931 2,878 (1.8%) 3,305 3,186 (3.6%) 3,542 3,439 (2.9%) 3,749 3,609 (3.7%) 3,944 3,766 (4.5%)

Sept 21P Dec 21P Sept 21P Dec 21P Sept 21P Dec 21P Sept 21P Dec 21P Sept 21P Dec 21P Sept 21P Dec 21P

2021E 2021E % ∆ 2022E 2022E % ∆ 2023E 2023E % ∆ 2024E 2024E % ∆ 2025E 2025E % ∆ 2026E 2026E % ∆

850 836 (1.6%) 1,048 1,008 (3.8%) 1,263 1,194 (5.5%) 1,405 1,350 (3.9%) 1,525 1,451 (4.9%) 1,644 1,548 (5.8%)

Sept 21P Dec 21P Sept 21P Dec 21P Sept 21P Dec 21P Sept 21P Dec 21P Sept 21P Dec 21P Sept 21P Dec 21P

2021E 2021E % ∆ 2022E 2022E % ∆ 2023E 2023E % ∆ 2024E 2024E % ∆ 2025E 2025E % ∆ 2026E 2026E % ∆

647 644 (0.5%) 779 746 (4.2%) 958 902 (5.8%) 1,086 1,041 (4.1%) 1,187 1,126 (5.1%) 1,291 1,213 (6.0%)

Sept 21P Dec 21P Sept 21P Dec 21P Sept 21P Dec 21P Sept 21P Dec 21P Sept 21P Dec 21P Sept 21P Dec 21P

2021E 2021E % ∆ 2022E 2022E % ∆ 2023E 2023E % ∆ 2024E 2024E % ∆ 2025E 2025E % ∆ 2026E 2026E % ∆

1,050 1,033 (1.6%) 1,259 1,216 (3.4%) 1,478 1,407 (4.8%) 1,626 1,567 (3.6%) 1,750 1,673 (4.4%) 1,875 1,775 (5.3%)

Revenue Revenue Revenue Revenue Revenue Revenue

Non-GAAP Operating Income

Non-GAAP Gross Profit Non-GAAP Gross Profit Non-GAAP Gross Profit Non-GAAP Gross Profit Non-GAAP Gross Profit Non-GAAP Gross Profit

Non-GAAP Operating Income Non-GAAP Operating Income Non-GAAP Operating Income Non-GAAP Operating Income Non-GAAP Operating Income

Non-GAAP EBITDA

Non-GAAP Net Income Non-GAAP Net Income Non-GAAP Net Income Non-GAAP Net Income Non-GAAP Net Income Non-GAAP Net Income

Non-GAAP EBITDA Non-GAAP EBITDA Non-GAAP EBITDA Non-GAAP EBITDA Non-GAAP EBITDA

Case 0:22-cv-62327-RAR Document 34 Entered on FLSD Docket 05/08/2023 Page 75 of 77
EXHIBIT B

Case 0:22-cv-62327-RAR Document 34 Entered on FLSD Docket 05/08/2023 Page 76 of 77
EXHIBIT B: Comparison of Sept 2021 Projections ("Sept 21P") vs. December 2021 Sensitivity Case ("Sens.")

Sept 21P Sens. Sept 21P Sens. Sept 21P Sens. Sept 21P Sens. Sept 21P Sens.

2022E 2022E % ∆ 2023E 2023E % ∆ 2024E 2024E % ∆ 2025E 2025E % ∆ 2026E 2026E % ∆

3,494 3,344 (4.3%) 3,938 3,626 (7.9%) 4,209 3,819 (9.3%) 4,465 3,932 (11.9%) 4,692 4,022 (14.3%)

Sept 21P Sens. Sept 21P Sens. Sept 21P Sens. Sept 21P Sens. Sept 21P Sens.

2022E 2022E % ∆ 2023E 2023E % ∆ 2024E 2024E % ∆ 2025E 2025E % ∆ 2026E 2026E % ∆

1,048 988 (5.7%) 1,263 1,099 (13.0%) 1,405 1,185 (15.7%) 1,525 1,249 (18.1%) 1,644 1,307 (20.5%)

Non-GAAP Operating Income Non-GAAP Operating Income Non-GAAP Operating Income Non-GAAP Operating Income Non-GAAP Operating Income

Revenue Revenue Revenue Revenue Revenue

Case 0:22-cv-62327-RAR Document 34 Entered on FLSD Docket 05/08/2023 Page 77 of 77