UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  ☑                            Filed by a Party other than the Registrant  ☐
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☐	 	Definitive Proxy Statement	
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☑	 	Soliciting Material under Rule 14a-12	
LOGMEIN, INC.
(Name of the Registrant as Specified in its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Filed by LogMeIn, Inc.
Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: LogMeIn, Inc.
Commission File No.: 001-34391
 
This filing relates to the proposed merger (the “Merger”) of LogMeIn, Inc., a Delaware corporation (“LogMeIn”), and Logan Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a direct wholly owned subsidiary of Logan Parent, LLC, a Delaware limited liability company (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger, dated as of December 17, 2019, by and among LogMeIn, Parent and Merger Sub (the “Merger Agreement”).
 
The following email was sent to employees of LogMeIn, Inc. on December 17, 2019
 
From: Bill Wagner
To: Employees of LogMeIn
Subject: A new path for LogMeIn
Hi everyone,
This is an exciting day for LogMeIn as we look forward to the next chapter of our strategic growth, and I’m happy that I can now directly address much of the rumors and speculation about LogMeIn you may have seen or heard over the past few weeks.
Today we announced that we’ve signed a definitive agreement to be acquired by affiliates of Francisco Partners, a leading technology-focused global private equity firm, and Evergreen Coast Capital Corporation, the private equity affiliate of Elliott Management Corporation that focuses on technology investments, for approximately $4.3 billion in cash. At $86.05 per share, our Board of Directors believes this transaction provides shareholders with a certain cash offer at a compelling valuation, while delivering significant benefits for employees, customers and partners, as well.
Before diving into more details, let me share a bit of the why and why now. Over the past year, we’ve made progress pursuing our growth strategy as we make the transition from being a leader in our legacy businesses into a significant player in three much larger, faster growing adjacencies: UCC, Identity, and Digital Engagement. In Francisco Partners and Evergreen, we will gain experienced partners that offer both support for our continued transition and a new path as a company with a different ownership structure. We believe our partnership with Francisco Partners and Evergreen will help put LogMeIn in a position to deliver the operational benefits we need to achieve sustained growth over the long-term by continuing to help our customers tackle the most pressing and essential needs of the modern workforce.
I can tell you that both Francisco and Evergreen believe in the potential of LogMeIn, and both are interested in facilitating LogMeIn’s growth in all of our businesses. And I know my leadership team is looking forward to working with our new partners to support and execute LogMeIn’s strategic growth plan.
We expect the transaction to close in mid-2020, subject to customary closing conditions, including shareholder and regulatory approvals. Additionally, it’s important to note that our Board of Directors

will conduct a “go-shop” period for the next 45 days – a process that will help the Board deliver the best possible transaction for shareholders. During those 45 days, management will be a bit more restricted than usual in sharing details and developments – something we’ll explain more in an All Hands we’ve scheduled for today, but we will provide some visibility into the path ahead and key milestones where you can expect updates about our progress.
In the meantime, I understand that you will have a lot of questions about this announcement and what comes next. You can find more details in our press release, and we’ve published an FAQ to help tackle the big questions. We’ll also share what we can today our All Hands. In the meantime, it is important that we all remain focused on finishing the year strong, planning for 2020 and giving our loyal customers the best service and innovation possible.
Best,
Bill
About LogMeIn
LogMeIn, Inc. (Nasdaq: LOGM) simplifies how people connect with each other and the world around them to drive meaningful interactions, deepen relationships, and create better outcomes for individuals and businesses. One of the world’s top 10 public SaaS companies, and a market leader in unified communication & collaboration, identity & access management, and customer engagement & support solutions, LogMeIn has millions of customers spanning virtually every country across the globe. LogMeIn is headquartered in Boston with additional locations in North America, South America, Europe, Asia and Australia.
Additional Information and Where to Find It
This communication relates to the proposed merger transaction involving LogMeIn, Inc. (the “Company”). In connection with the proposed merger, the Company will file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including the Company’s proxy statement on Schedule 14A (the “Proxy Statement”). This communication is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC or send to its stockholders in connection with the proposed merger. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC’s website, http://www.sec.gov, and the Company’s website, www.logmeininc.com. In addition, the documents (when available) may be obtained free of charge by directing a request to InvestorRelations@LogMeIn.com
Participants in Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of the Company’s common stock in respect of the proposed transaction. Information about the directors and executive officers of the Company is set forth in the proxy statement for the Company’s 2019 annual meeting of stockholders, which was filed with the SEC on April 12, 2019, and in other documents filed by the Company,

including on behalf of such individuals, with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available.
Cautionary Statements Regarding Forward-Looking Information
Certain statements contained in this communication may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are indicated by words or phrases such as “guidance,” “believes,” “expects,” “intends,” “forecasts,” “can,” “could,” “may,” “anticipates,” “estimates,” “plans,” “projects,” “seeks,” “should,” “targets,” “will,” “would,” “outlook,” “continuing,” “ongoing,” and similar words or phrases and the negative of such words and phrases. Forward-looking statements are based on the Company’s current plans and expectations and involve risks and uncertainties which are, in many instances, beyond the Company’s control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements. Such risks and uncertainties include the following: the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the failure to obtain the Company’s stockholders’ approval of the transaction; the failure to obtain certain required regulatory approvals to the completion of the transaction or the failure to satisfy any of the other conditions to the completion of the transaction; the effect of the announcement of the transaction on the ability of the Company to retain and hire key personnel and maintain relationships with its key business partners and customers, and others with whom it does business, or on its operating results and businesses generally; risks associated with the disruption of management’s attention from ongoing business operations due to the transaction; the ability to meet expectations regarding the timing and completion of the merger; and other risks and uncertainties described in the Company’s reports and filings with the SEC, including the risks and uncertainties set forth in Item 1A under the heading Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on February 21, 2019 and other periodic reports the Company files with the SEC, which are available at www.sec.gov and the Company’s website at www.logmeininc.com. The Company undertakes no obligation to update forward-looking statements to reflect developments or information obtained after the date hereof and disclaims any obligation to do so other than as may be required by law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.