1. Picard Parent Inc, 2. Elliott Alto Aggregator GP LLC — Combination C-2022/04/919

Notice under Section 6(2) of the Competition Act, 2002 given by Picard Parent Inc. & Elliott Alto Aggregator GP LLC

CORAM:

Mr. Ashok Kumar Gupta Chairperson

Ms. Sangeeta Verma Member

Mr. Bhagwant Singh Bishnoi Member

Order under Section 31(1) of the Competition Act, 2002

1. On 13 April 2022, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act), given by Picard Parent Inc. (Picard Parent) and Elliott Alto Aggregator GP LLC (Elliott Aggregator). The Notice was given pursuant to the Agreement and Plan of Merger dated 31 January 2022 (Agreement), entered into by and among Citrix Systems, INC (Citrix), Picard Parent, Picard Merger Sub Inc. (Merger Sub), and TIBCO Software Inc. (TIBCO)

2. The proposed combination relates to acquisition of (indirect) joint control of Citrix by funds managed by Vista Equity Partners Management, LLC (Vista) and funds and investment vehicles managed by Elliott Investment Management L.P. (Elliott) (Proposed Combination). Pursuant to the Proposed Combination, TIBCO, a Vista controlled portfolio company, will combine with Citrix, and Vista and Elliott will ultimately acquire joint control of Citrix [Hereinafter, Vista and Elliott are collectively referred to as Acquirers. Acquirers and Citrix are collectively referred to as the Parties].

3. The Proposed Combination will occur through the following broad simultaneous inter-connected steps1: 3.1 Step 1 – Acquisition of interest by funds and investment vehicles managed by Elliott in Picard Holdco LLC (Holdco) through Elliott Aggregator. Subsequent to Step 1, Vista and Elliott will exercise joint control over TIBCO.

3.2 Step 2 – Acquisition of Citrix by TIBCO, whereby Merger Sub (a wholly-owned subsidiary of Picard Parent) will merge into and with Citrix in such a manner that Citrix will survive and become a wholly owned subsidiary of Picard Parent and, in effect, TIBCO.

4. It is submitted that Vista and Elliott propose to raise partial financing for the Proposed Combination through certain institutional investors. However, it is submitted that such investments are purely financial, with none of the investors having any voting or control rights in any of the Parties.

5. The Commission, vide its communication dated 12 May 2022, issued under Regulation 14 of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (Combination Regulations), sought certain information(s)/clarification(s), inter alia, relating to the relevant market, segment revenue, etc.; the response to the same was received on 13 June 2022 after seeking extension of time.

6. Vista: Vista is ultimately controlled by VEP Group, LLC (Vista Group) through a series of direct/indirect membership arrangements. Vista Group is a non-economic governance vehicle, which serves as the Senior Managing Member of Vista. Vista Group is a single

1 Parties have submitted that the Proposed Combination will also entail certain internal reorganisation.

member LLC, whose sole member is Robert F. Smith. It is a US-based investment firm focused on empowering and growing enterprise software, data, and technology-enabled businesses. It controls a number of portfolio companies that are active in the provision of IT services, such as the provision of business software.

7. Balboa Holdings, LP: Balboa Holdings, LP (Balboa) is a holding company under Vista, which indirectly holds TIBCO through Balboa Intermediate Holdings LLC (Balboa Holdings). Holdco is a new entity incorporated by Balboa to hold the newly created Picard Midco LLC (Midco) and transfer its interest in Balboa Holdings to Midco.

8. TIBCO: TIBCO is controlled by Vista. It provides data integration, management, and analytics software to clean up and synthesize a wide range of data sources that can be used to (i) automate responses based on the occurrence of certain events and (ii) generate alerts (e.g., for potential fraud or a security breach) and/or insights based on patterns of events.

9. Elliott: Elliott Investment Management GP LLC (Elliott Group), a Delaware limited liability company, is the sole general partner of Elliott. Paul E. Singer is the sole managing member of Elliott. Elliott is a US-based investment firm whose flagship fund, Elliott Associates, L.P., was founded in 1977. It employs a multi-strategy trading approach that encompasses a broad range of strategies, including, without limitation: equity-oriented, private equity and private credit, distressed securities, non-distressed debt, hedge/arbitrage, real estate-related securities, commodities trading, and portfolio volatility protection. It invests through its affiliate, Evergreen Coast Capital Corp., which focuses on technology investing.

10. Picard Parent: Picard Parent is a newly incorporated entity for the purposes of the Proposed Combination and a wholly owned subsidiary of TIBCO. Picard Parent will be jointly controlled by funds of Vista and Elliott at the time of the Proposed Combination.

11. Citrix: Citrix is a public company whose shares are currently listed on NASDAQ. Its shares are widely held and it is not controlled by any other undertaking. It is a multinational enterprise software company headquartered in Florida, United States of America. In India, Citrix is present through its Indian subsidiaries (i) Citrix Systems India Private Limited (Citrix India), which provides marketing and support services to Citrix Systems Asia Pacific Pty. Limited and (ii) Citrix R&D India Private Limited (Citrix R&D), which provides software development, technical support, and order processing services to group companies). Separately, Citrix derives revenues from India through sales contracts executed by its subsidiary located in Australia (Citrix Systems Asia Pacific Pty Ltd). Citrix is active in the following broad areas:

(i) Virtual Client Computing: primarily concerning Citrix Virtual Apps and Desktops. This concerns solutions allowing employees the freedom to work anywhere on any device while cutting IT costs and securely delivering Windows, Linux, Web and SaaS apps, and full virtual desktops. Services are available as a turnkey desktop-as-a-service solution running on a range of public cloud platforms including Microsoft Azure and Google Cloud Platform to a host of other deployment options, including hybrid or on-premise;

(ii) Work Solutions: primarily concerning Citrix Content Collaboration an application providing a secure, cloud-based file sharing, digital transaction, and storage solution built to give users enterprise-class data services across all corporate and personal devices and ‘Collaborative Work Management', an application providing a secure, cloud-based intelligent and versatile work management platform that can be configured to put teams in control of their digital workflows; and (iii) Networking and IT Security Software: concerning App Delivery and Security Solutions App Delivery and Security products, primarily including Citrix ADC, optimizing the performance of application delivery and experience. They enable organizations to deliver applications with security, reliability, and better user experience. App Delivery and Security products can be consumed via perpetual license or under pooled licensing agreements that give customers the flexibility to consume it either in a hardware form factor or as a software, over the term of the agreement.

12. Based on the submissions, it is observed by the Commission that Acquirers and Citrix are engaged in the sector of IT & ITES but the activities of Parties are not considered to be overlapping with each other as the end uses of the products offered by Citrix and TIBCO/Vista/Elliot are completely distinct, such that the products of Citrix cannot be substituted with the products of TIBCO/Vista/Elliot, and vice-versa. However, Vista holds a majority shareholding in Jamf Software LLC (Jamf), which provides networking and IT security software primarily for Apple (i.e., macOS and iOS) devices. Therefore, the Proposed Combination entails an overlap between Vista (through Jamf) and Citrix in the networking and IT security software business.

13. Based on the submission of Parties, the assessment has been carried in the “market of provision of networking and IT security software in India” (Relevant Market). The combined market share of the Parties is less than 5 per cent, with the presence of large number of competitors such as Microsoft, IBM, Nortan, Broadcomm, etc., in the Relevant Market.

14. Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have any appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

15. This order may be revoked if, at any time, the information provided by the Acquirers is found to be incorrect.

16. The information provided by the Acquirers shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

17. The Secretary is directed to communicate to the Acquirers accordingly.