Open Text Corporation (NasdaqGS:OTEX) entered into an agreement and plan of merger to acquire Zix Corporation (NasdaqGS : ZIXI) for approximately $520 million on November 7, 2021. Cash price per share is $8.5. 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. Acquisition Transaction is consummated or Zix Corporation enters into a definitive agreement providing for the consummation of an Acquisition Transaction, then Zix Corporation will concurrently with the consummation of such Acquisition Transaction, pay or cause to be paid to Open Text Corporation an amount equal to the Termination Fee of $19 million.

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set forth in the Merger Agreement, including (i) the number of Shares validly tendered, received and not validly withdrawn, together with Shares beneficially owned by OpenText or a wholly-owned subsidiary of OpenText, equals at least one Share more than two-thirds of all of the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 and There is no financing condition to the tender offer. 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. The Board of Directors of Open Text and Zix unanimously approved the transaction. As on December 7, 2021, the required waiting period applicable to the Offer under the HSR Act expired in the ordinary course. Accordingly, the HSR Condition has been satisfied. As of November 22, 2021, OpenText has commenced its previously announced tender offer for all outstanding shares of common stock of Zix Corporation. As of November 22, 2021, the tender offer is scheduled to expire at one minute after 11:59 PM, Eastern time, on Monday, December 20, 2021, unless the offer is extended or earlier terminated. As of December 21, 2021, OpenText announced an extension of the expiration of the Offer to one minute after 11:59 p.m., Eastern Time, on December 22, 2021, unless the Offer is further extended or earlier terminated in accordance with the Merger Agreement. The transaction is expected to close by the end of this calendar year 2021.

James E. Langston and Aaron J. Meyers of Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to OpenText. Don J. McDermett, Jr. Grant Everett, Justin Hoffman, Steve Marcus, David Schiller, Paul Cuomo, Mike Bodosky, David Cardwell, Christine Ryu-Naya, Paul Luther, Steve Mann, Luke Pedersen, Jennifer Trulock and Luke Weedon of Baker Botts L.L.P. acted as legal advisor to Zix Corporation. Niall Cannon and David Locala of Citigroup Global Markets Inc acted as financial advisor and provided fairness opinion to Zix. Georgeson LLC acted as information agent and Computershare Trust Company, National Association acted as depository bank to Open Text and Zix Corporation. Steve L. Camahort of Paul Hastings, LLP acted as legal advisor to Citigroup Global Markets Inc. in the transaction.