OpenText Extends Tender Offer for Zix Corporation

In connection with the previously announced agreement to acquire Zix Corporation , OpenText  announced 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.

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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for the tender offer has advised OpenText that as of the previous expiration time there were validly tendered and not withdrawn a total of approximately 33,967,027 shares of Zix common stock, including approximately 5,397,062 shares of Zix common stock tendered pursuant to a notice of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 Assuming no validly tendered shares of common stock are withdrawn, all shares of common stock subject to a notice of guaranteed delivery are delivered, and all shares of Zix Series A Preferred Stock are converted into Zix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 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.

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