WATERLOO, Ontario, Dec. 21, 2021 /CNW/ -- 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withdrawn a total of approximately 33,967,027 shares of Zix common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common stock are withdrawn, all shares of common stock subject to a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.
About OpenText
OpenText, The Information Company™, enables organizations to
gain insight through market leading information management
solutions, powered by OpenText Cloud Editions. For more information
about OpenText (NASDAQ: OTEX, TSX: OTEX) visit opentext.com.
About Zix Corporation
Zix Corporation (Zix) is a leader in email security,
productivity, and compliance. Trusted by the nation's most
influential institutions in healthcare, finance, and government,
Zix delivers a superior experience and easy-to-use solutions for
email encryption and data loss prevention, advanced threat
protection, unified information archiving and cloud to cloud
backup. Focusing on the protection of business communication, Zix
enables its customers to better secure data and meet compliance
needs. Zix is publicly traded on the Nasdaq Global Market under the
symbol ZIXI. For more information, visit www.zixcorp.com.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this press release, including statements
regarding OpenText's plans, objectives, expectations and intentions
relating to the acquisition, the acquisition's expected
contribution to OpenText's results, financing and closing of the
acquisition, as well as the expected timing and benefits of the
acquisition, impact on future financial performance including in
respect of annual recurring revenues, cloud growth, adjusted
EBITDA, cash flows and earnings, may contain words considered
forward-looking statements or information under applicable
securities laws. These statements are based on OpenText's current
expectations, estimates, forecasts and projections about the
operating environment, economies and markets in which OpenText
operates, as well as the impact of the ongoing COVID-19 pandemic.
These statements are subject to important assumptions, risks and
uncertainties that are difficult to predict, and the actual outcome
may be materially different. OpenText's assumptions, although
considered reasonable by the company at the date of this press
release, may prove to be inaccurate and consequently its actual
results could differ materially from the expectations set out
herein. For additional information with respect to risks and other
factors, which could occur, see OpenText's Annual Report on Form
10-K, Quarterly Reports on Form 10-Q and other securities filings
with the SEC and other securities regulators. Unless otherwise
required by applicable securities laws, OpenText disclaims any
intention or obligations to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Copyright © 2021 Open Text. All Rights Reserved. Trademarks
owned by OpenText. One or more patents may cover this product(s).
For more information, please visit
https://www.opentext.com/patents.
OTEX-MNA
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SOURCE Open Text Corporation