Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously announced, on November 7, 2021, Open Text Corporation ("OpenText")
and Zeta Merger Sub Inc., a Texas corporation and a wholly-owned subsidiary of
OpenText ("Purchaser"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Zix Corporation, a Texas corporation ("Zix"). Pursuant
to the Merger Agreement, and on the terms and subject to the conditions thereof,
among other things, Purchaser commenced a tender offer on November 22, 2021, to
acquire all of the outstanding shares of common stock of Zix, par value $0.01
per share (each, a "Share"), at a purchase price of $8.50 per Share in cash,
without interest and subject to any applicable withholding of taxes (the "Offer
Price"), upon the terms and conditions set forth in the Offer to Purchase dated
November 22, 2021 (as amended or supplemented, the "Offer to Purchase"), and in
the related letter of transmittal (as amended or supplemented, the "Letter of
Transmittal" and together with the Offer to Purchase, the "Offer").
The Offer expired at one minute after 11:59 P.M., Eastern time, on Wednesday,
December 22, 2021 (the "Expiration Time"). The Depositary (as defined in the
Offer to Purchase) has advised that a total of 55,709,092 Shares (excluding
Shares tendered pursuant to guaranteed delivery procedures that were not yet
delivered in satisfaction of such guarantee in accordance with Section 21.459(c)
of the Texas Business Organizations Code (the "TBOC")), were validly tendered in
accordance with the terms of the Offer and not withdrawn prior to the Expiration
Time. The validly tendered Shares represent approximately 71% of the Shares
outstanding immediately after consummation of the Offer. The number of Shares
(excluding Shares tendered pursuant to guaranteed delivery procedures that were
not yet delivered in satisfaction of such guarantee in accordance with Section
21.459(c) of the TBOC)) tendered into the Offer satisfied the Minimum Condition
(as defined in the Merger Agreement) immediately prior to the Expiration Time.
All conditions to the Offer have been satisfied or waived. Purchaser has
accepted for payment all Shares that were validly tendered pursuant to the Offer
and not withdrawn prior to the Expiration Time.
On December 23, 2021, following the expiration of the Offer and acceptance for
payment of the Shares tendered pursuant to the Offer, OpenText completed its
acquisition of Zix pursuant to the terms of the Merger Agreement. Pursuant to
the terms and conditions of the Merger Agreement, Purchaser merged with and into
Zix (the "Merger"), with Zix surviving the Merger as a wholly-owned subsidiary
of OpenText, without a stockholder vote to adopt the Merger Agreement or effect
the Merger, in accordance with Section 21.459(c) of the TBOC. As a result of the
Merger, each Share outstanding immediately prior to the Effective Time was
converted into the right to receive an amount in cash per Share equal to the
Offer Price, other than each Share (i) to be converted or cancelled pursuant to
the Merger Agreement, (ii) owned by Zix stockholders who are entitled to and who
properly exercised appraisal rights under Subchapter H, Chapter 10 of the TBOC
with respect to such Shares or (iii) irrevocably accepted for purchase pursuant
to the Offer. Upon closing of the Merger, OpenText paid the total purchase price
of approximately $860 million, inclusive of Zix's cash and debt. OpenText
provided Purchaser with the funds necessary to complete the Offer and the Merger
in accordance with the Merger Agreement.
As a result of the Merger, the Shares will be delisted and will cease trading on
the Nasdaq Stock Market LLC. OpenText and Purchaser intend to take steps to
cause the termination of the registration of the Shares under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and to suspend all of
Zix's reporting obligations under the Exchange Act as promptly as practicable.
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
incorporated by reference herein from Exhibit 2.1 to the Current Report on Form
8-K filed by OpenText with the U.S. Securities and Exchange Commission (the
"SEC") on November 8, 2021.
Item 7.01 Regulation FD Disclosure
On December 23, 2021, OpenText issued a press release regarding the matters
described in this Current Report on Form 8-K. A copy of the press release is
being furnished herewith as Exhibit 99.1.
This information is being furnished under Item 7.01 and shall not be deemed
"filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to
the liability of such section, nor shall this information be deemed incorporated
by reference in any filing made by OpenText under the Securities Act of 1933, as
amended (the "Securities Act"), or the Exchange Act, except as expressly set
forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
2.1 Agreement and Plan of Merger, dated as of November 7, 2021, by and
among Open Text Corporation, Zeta Merger Sub Inc. and Zix Corporation.
(incorporated by reference to Exhibit 2.1 to the Current Report on
Form 8-K filed by Open Text Corporation on November 8, 2021)
99.1 Press Release issued by OpenText Corporation on December 23, 2021
(incorporated by reference to Exhibit (a)(5)(N) to Amendment 4 to the
Schedule TO filed by Open Text Corporation on December 23, 2021)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
© Edgar Online, source Glimpses