OpenText™ announced that it has commenced its previously announced tender offer for all outstanding shares of common stock of Zix Corporation at a price of U.S. $8.50 per share, through its subsidiary, Zeta Merger Sub Inc. The tender offer is being made in connection with the Agreement and Plan of Merger, dated as of November 7, 2021 (the “Merger Agreement”), by and among OpenText, Zeta Merger Sub Inc. and Zix, which OpenText and Zix announced on November 8, 2021.
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The Zix board of directors has unanimously determined that the tender offer is advisable and fair to and in the best interests of Zix and its stockholders and unanimously resolved to recommend that the stockholders of Zix accept the tender offer and tender their shares pursuant to the tender offer.
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.
Acceptance of the tender offer is subject to customary conditions, including (i) the tender by Zix stockholders of at least one share more than two-thirds of all issued and outstanding shares of common stock of Zix, including shares of common stock issued upon the conversion of the Zix’s Series A Preferred Stock (as calculated in accordance with the Merger Agreement) and (ii) the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired or been terminated. The tender offer is subject to other important conditions set forth in the Offer to Purchase. There is no financing condition to the tender offer.
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 today. In addition, Zix will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC relating to the tender offer later today.
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.
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