UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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Business Organizations Code (the “TBOC”)), were validly tendered in accordance with the terms of the Offer and not withdrawn prior to the Expiration Time.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 Purchaser has accepted for payment all Shares that were validly tendered pursuant to the Offer and not withdrawn prior to the Expiration Time.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.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OPEN TEXT CORPORATION | ||||
| December 23, 2021 | By: | /s/ Gordon A. Davies | ||
| Gordon A. Davies EVP, CLO and Corporate Development | ||||