Exhibit (a)(5)(M)
PRESS RELEASE
OpenText Extends Tender Offer for Zix Corporation
WATERLOO, ON — December 21, 2021 — In connection with the previously announced agreement to acquire Zix Corporation (NASDAQ: ZIXI) (“Zix”), OpenText™ (NASDAQ: OTEX) (TSX: OTEX) announced today that it has extended the expiration of its tender offer for all outstanding shares of common stock of Zix at a price of U.S. $8.50 per share, through its subsidiary, Zeta Merger Sub Inc. The tender offer is now scheduled to expire at one minute after 11:59 P.M., Eastern time, on December 22, 2021 unless it is further extended. The tender offer was previously scheduled to expire at one minute after 11:59 P.M., Eastern time, on December 20, 2021.
The depositary for the tender offer has advised OpenText that as of the previous expiration time there were validly tendered and not withdrawn a total of approximately 33,967,027 shares of Zix common stock, including approximately 5,397,062 shares of Zix common stock tendered pursuant to a notice of guaranteed delivery. The tender offer is being extended to allow for those shares tendered pursuant to a notice of guaranteed delivery to be delivered, which can take up to two business days. Assuming no validly tendered shares of common stock are withdrawn, all shares of common stock subject to a notice of guaranteed delivery are delivered, and all shares of Zix Series A Preferred Stock are converted into Zix common stock and validly tendered pursuant to the Tender and Voting Agreement with Zephyr Holdco LLC, approximately 54,807,927 shares of Zix common stock would be tendered, representing approximately 70% of the shares outstanding (including shares of common stock issuable upon the conversion of Series A Preferred Stock) and the minimum tender condition would be satisfied. All other conditions to the tender offer (other than such conditions which by their terms can only be satisfied on the expiration date) have been satisfied. Accordingly, OpenText and Zix expect the transaction to close on Thursday, December 23, 2021.
All terms and conditions of the tender offer remain unchanged during the extension period. Zix shareholders who have already tendered their shares do not have to re-tender their shares or take any other action as a result of the extension.
Complete terms and conditions of the tender offer are set forth in the Offer to Purchase, Letter of Transmittal and other related materials, which have been filed by OpenText with the SEC on November 22, 2021. In addition, Zix filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC relating to the tender offer on November 23, 2021.
Copies of the Offer to Purchase, Letter of Transmittal and other related materials are available free of charge from Georgeson LLC, the information agent for the tender offer, toll-free at (888) 607-6511. Computershare Trust Company, N.A. is acting as depositary for the tender offer.
Additional Information
This communication is provided for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. OpenText has filed 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 has filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. OpenText, Zeta Merger Sub Inc. and Zix have mailed these documents to the Zix stockholders. Investors and stockholders are urged to read those documents and other relevant documents filed or to be filed with the SEC carefully as they 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. The offer to purchase and related materials may also be obtained for free by contacting Georgeson LLC, the information agent for the tender offer, toll-free at (888) 607-6511.
