| Item 1.01 | Entry into a Material Definitive Agreement. |
Agreement and Plan of Merger
On November 7, 2021, Open Text Corporation (“OpenText”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Zix Corporation, a Texas corporation (“Zix”), pursuant to which, and on the terms and subject to the conditions thereof, among other things, OpenText agreed to form a wholly-owned subsidiary of OpenText (“Merger Sub”), which will commence a tender offer (the “Offer”) within 10 business days, to acquire all of the outstanding shares of common stock of Zix (including shares of common stock issued upon conversion of Zix’s Series A Preferred Stock) (“Shares”), at a purchase price of $8.50 per share in cash, without interest (the “Offer Price”). The total purchase price is approximately $860 million, inclusive of Zix’s cash and debt, and to be funded with OpenText’s existing cash on hand. The Board of Directors of Open Text and Zix unanimously approved the transaction and the transaction is not subject to a financing condition.
The obligation of Merger Sub to purchase Shares pursuant to the Offer is subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including (i) the number of Shares validly tendered, received and not validly withdrawn, together with Shares beneficially owned by OpenText or a wholly-owned subsidiary of OpenText, equals at least one Share more than two-thirds of all of the Shares issued and outstanding, excluding Shares held in Treasury by Zix as of the expiration of the Offer or Shares acquired by Zix prior to the expiration of the Offer, (ii) any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated, (iii) no occurrence of a Company Material Adverse Effect (as defined in the Merger Agreement) and (iv) other customary conditions. The holders of approximately 31% of Zix’s issued and outstanding shares of common stock (including shares of common stock issuable upon the conversion of Zix’s Series A Preferred Stock) have agreed to tender their shares to OpenText pursuant to the tender offer in accordance with the terms of certain support agreements.
Following the completion of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Merger Sub will merge with and into Zix (the “Merger”), with Zix surviving the Merger as an indirect wholly-owned subsidiary of OpenText, pursuant to the procedure provided for under Section 21.459(c) of the Texas Business Organizations Code, without any shareholder approvals. The transaction is expected to close by the end of this calendar year
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement which is attached to this Current Report on Form 8-K as Exhibit 2.1 and incorporated herein by reference.
Additional Information
The tender offer described in this Current Report on Form 8-K has not yet commenced.
This Current Report on Form 8-K is provided for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. At the time the tender offer is commenced, OpenText and its wholly owned subsidiary intend to file with the Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer, and Zix intends to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. OpenText, its wholly owned subsidiary and Zix intend to mail these documents to the Zix shareholders. Investors and shareholders are urged to read those documents and other relevant documents filed or to be filed with the SEC carefully when they become available as they will contain important information about OpenText, Zix, the tender offer and related matters. Those documents as well as OpenText’s and Zix’s other public filings with the SEC may be obtained without charge at the SEC’s website at www.sec.gov. OpenText’s public filings with the SEC may be obtained at OpenText’s website at http://investors.opentext.com/ and Zix’s public filings with the SEC may be obtained at Zix’s website at http://investor.zixcorp.com/. Information contained on, or that is referenced or can be accessed through, these websites does not constitute part of this Current Report and inclusions of any website addresses herein are inactive textual references only. The offer to purchase and related materials may also be obtained (when available) for free by contacting the information agent to be named for the tender offer.
2
