SC TO-C

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

(RULE 14d-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 

 

Zix Corporation

(Name of Subject Company)

Zeta Merger Sub Inc.

(Offeror)

Open Text Corporation

(Parent of Offeror)

(Names of Filing Persons)

 

 

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

98974P100

(Cusip Number of Class of Securities)

Gordon A. Davies

EVP, Chief Legal Officer and Corporate Development

275 Frank Tompa Drive, Waterloo, Ontario, Canada N2L 0A1

519-888-7111

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 

 

Copies to:

James E. Langston

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

212-225-2000

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation*   Amount of Filing Fee*
Not applicable.   Not applicable.

 

*      A filing fee is not required with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

 

   Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

Amount Previously Paid: Not applicable.    Filing Party: Not applicable.
Form or Registration No.: Not applicable.    Date Filed: Not applicable.

 

   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

   third-party tender offer subject to Rule 14d-1.
   issuer tender offer subject to Rule 13e-4.
   going-private transaction subject to Rule 13e-3.
   amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

   Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
   Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 


This filing relates solely to preliminary communications made before the commencement of a tender offer by Zeta Merger Sub Inc., a Texas corporation (“Merger Sub”) and a wholly owned subsidiary of Open Text Corporation (“OpenText”) to acquire all of the outstanding shares of common stock (including shares of common stock issued upon conversion of Zix’s Series A Preferred Stock), par value $0.01 per share (“Shares”), of Zix Corporation, a Texas corporation (“Zix”), at a purchase price of $8.50 per Share in cash, without interest pursuant to the Agreement and Plan of Merger, dated as of November 7, 2021, by and among OpenText and Zix.

Additional Information

The tender offer described in this communication has not yet commenced. This communication is provided for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. At the time the tender offer is commenced, OpenText and a wholly owned subsidiary intend to file with the Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer, and Zix intends to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. OpenText, its wholly owned subsidiary and Zix intend to mail these documents to the Zix shareholders. Investors and shareholders are urged to read those documents and other relevant documents filed or to be filed with the SEC carefully when they become available as they will contain important information about OpenText, Zix, the tender offer and related matters. Those documents as well as OpenText’s and Zix’s other public filings with the SEC may be obtained without charge at the SEC’s website at www.sec.gov. OpenText’s public filings with the SEC may be obtained at OpenText’s website at http://investors.opentext.com/ and Zix’s public filings with the SEC may be obtained at Zix’s website at http://investor.zixcorp.com/

Information contained on, or that is referenced or can be accessed through, these website does not constitute part of this communication and inclusions of any website addresses herein are inactive textual references only. The offer to purchase and related materials may also be obtained (when available) for free by contacting the information agent to be named for the tender offer.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication, including statements regarding OpenText’s plans, objectives, expectations and intentions relating to the acquisition, the acquisition’s expected contribution to OpenText’s results, financing and closing of the acquisition, as well as the expected timing and benefits of the acquisition, impact on future financial performance including in respect of annual recurring revenues, cloud growth, adjusted EBITDA, cash flows and earnings, may contain words considered forward-looking statements or information under applicable securities laws. These statements are based on OpenText’s current expectations, estimates, forecasts and projections about the operating environment, economies and markets in which OpenText operates, as well as the impact of the ongoing COVID-19 pandemic. These statements are subject to important assumptions, risks and uncertainties that are difficult to predict, and the actual outcome may be materially different. OpenText’s assumptions, although considered reasonable by the company at the date of this communication, may prove to be inaccurate and consequently its actual results could differ materially from the expectations set out herein. For additional information with respect to risks and other factors, which could occur, see OpenText’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the SEC and other securities regulators. Unless otherwise required by applicable securities laws, OpenText disclaims any intention or obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


EXHIBIT INDEX

 

Exhibit No.    Description
99.1    Press Release issued by Open Text Corporation on November 8, 2021
99.2    Transcript of Open Text Corporation investor call on November 8, 2021
99.3    Presentation made available by Open Text Corporation on its website to investors on November 8, 2021
99.4    Message to Zix Corporation employees on November 8, 2021, by Mark J. Barrenechea, CEO & CTO of Open Text Corporation
99.5    Tweet posted on November 8, 2021 by Open Text Corporation
99.6    LinkedIn post made on November 8, 2021 by Open Text Corporation
99.7    Community.webroot.com post made on November 8, 2021
99.8    Message to the analyst community on November 8, 2021
99.9    Message to certain distributors and contacts of Open Text Corporation on November 8, 2021
99.10    Post on ChannelFutures.com on November 8, 2021, which includes quotes from an executive of Open Text Corporation
EX-99.1

Exhibit 99.1

OpenText to Acquire Zix Corporation

Strengthens SMB Platform with Cloud-based Email Security & Compliance Solutions,

Brings 5,600 Managed Service Partners, Extends Microsoft Relationship

Waterloo, ON – November 8, 2021 - OpenText (NASDAQ: OTEX), (TSX: OTEX) today announced that it has entered into a definitive agreement to acquire Zix Corporation, Inc. (NASDAQ: ZIXI) (“Zix”), a leader in SaaS-based email encryption, threat protection and compliance cloud solutions for Small and Medium-sized Businesses (SMBs).

“We are pleased to announce our intent to acquire Zix, and I look forward to welcoming Zix customers, partners and employees to OpenText,” said OpenText CEO & CTO Mark J. Barrenechea. “We intend to integrate Carbonite, Webroot and Zix products to create a powerhouse SMB platform for data protection, threat management, email security and compliance solutions. Acquisitions of cloud growth assets like Zix highlights our commitment to our Total Growth strategy and approach to cash-based returns.”

“Zix will deepen our technology and go-to-market relationship with Microsoft. Further, Zix will bring approximately 5,600 MSPs to OpenText, and create significant cross-sell opportunities in the OpenText and Zix clouds. Today’s announcement demonstrates our commitment to winning in both the Enterprise and SMB markets,” said Mr. Barrenechea.

“The acquisition of Carbonite in December 2019 and its successful integration has given us the confidence and readiness to expand even further into the SMB market” added OpenText EVP & CFO, Madhu Ranganathan. “Zix brings a meaningful addition to our cloud revenues and will be immediately accretive to our adjusted EBITDA. Once integrated, we expect Zix to contribute to organic growth in cloud and Annual Recurring Revenues, be on the OpenText operating model for profitability and meet our cash-based returns criteria. We remain committed to maintaining a healthy balance sheet, delivering strong earnings, and continuing to invest in our organic growth initiatives.”

OpenText CEO & CTO Mark J. Barrenechea and OpenText EVP, CFO Madhu Ranganathan will host a conference call today at 9:00 a.m. Eastern Time to discuss today’s announcement. Conference call details are included further below.

About the Transaction and Terms of the Agreement:

 

   

Tender offer to be commenced for all outstanding Zix common stock (including shares of common stock issued upon conversion of Zix’s Series A Preferred Stock) shares for $8.50 per share in cash

 

   

Total purchase price of approximately $860 million, inclusive of Zix’s cash and debt

 

   

Total purchase price is approximately 3.5x TTM (Trailing Twelve Months) Zix GAAP revenues (as of September 30, 2021)

 

   

Expect meaningful expansion of cloud revenues, adjusted EBITDA and cash flows in OpenText’s Fiscal 2023

 

   

Expect Zix Annual Recurring Revenues (ARR) of greater than 90%

 

   

Immediately accretive upon closing to adjusted EBITDA, and targeting to be on the OpenText operating model within 12-18 months of closing

 

   

Funded with OpenText’s existing cash on hand

 

   

Expect the transaction to close within 90 days of this announcement

 

   

Financial projections and target models will be provided on the earnings call following the closing of the transaction (1)


OpenText, through a wholly owned subsidiary, intends to commence the tender offer for all of the common shares of Zix within 10 business days. Pursuant to the merger agreement, the tender offer will be followed by a merger to acquire any untendered shares. The tender offer is subject to the tender of at least one share more than two-thirds of all of the issued and outstanding common shares of Zix and certain other regulatory approvals and customary closing conditions. 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.

 

(1)

Upon closing, Zix’s resell business will be reported on a “net” basis to conform to OpenText’s revenue recognition policies. The net basis recognition will result in Zix’s immediate conformance to OpenText Gross Margin Model.

Additional Information

The tender offer described in this communication has not yet commenced. This communication is provided for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. At the time the tender offer is commenced, OpenText and a wholly owned subsidiary intend to file with the Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer, and Zix intends to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. OpenText, its wholly owned subsidiary and Zix intend to mail these documents to the Zix shareholders. Investors and shareholders are urged to read those documents and other relevant documents filed or to be filed with the SEC carefully when they become available as they will contain important information about OpenText, Zix, the tender offer and related matters. Those documents as well as OpenText’s and Zix’s other public filings with the SEC may be obtained without charge at the SEC’s website at www.sec.gov. OpenText’s public filings with the SEC may be obtained at OpenText’s website at http://investors.opentext.com/ and Zix’s public filings with the SEC may be obtained at Zix’s website at http://investor.zixcorp.com/

Information contained on, or that is referenced or can be accessed through, these website does not constitute part of this press release and inclusions of any website addresses herein are inactive textual references only. The offer to purchase and related materials may also be obtained (when available) for free by contacting the information agent to be named for the tender offer.

Conference Call Information

The public is invited to listen to the OpenText conference call today at 9:00 a.m. ET (6:00 a.m. PT) by dialing 1-800-319-4610 (toll-free) or +1-604-638-5340 (international). Please dial-in 10 minutes ahead of time to ensure proper connection. Alternatively, an audio webcast of the conference call will be available on the Investor Relations section of the Company’s website at http://investors.opentext.com/. A replay of the call will be available beginning November 8, 2021, at 10:30 a.m. ET through 11:59 p.m. on November 22, 2021, and can be accessed by dialing 1-855-669-9658 (toll-free) or +1-604-674-8052 (international) and using passcode 8124 followed by the number sign.

About OpenText

OpenText, The Information Company, enables organizations to gain insight through market leading information management solutions, powered by OpenText Cloud Editions. For more information about OpenText (NASDAQ: OTEX, TSX: OTEX) visit opentext.com


Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release, including statements regarding OpenText’s plans, objectives, expectations and intentions relating to the acquisition, the acquisition’s expected contribution to OpenText’s results, financing and closing of the acquisition, as well as the expected timing and benefits of the acquisition, impact on future financial performance including in respect of annual recurring revenues, cloud growth, adjusted EBITDA, cash flows and earnings, may contain words considered forward-looking statements or information under applicable securities laws. These statements are based on OpenText’s current expectations, estimates, forecasts and projections about the operating environment, economies and markets in which OpenText operates, as well as the impact of the ongoing COVID-19 pandemic. These statements are subject to important assumptions, risks and uncertainties that are difficult to predict, and the actual outcome may be materially different. OpenText’s assumptions, although considered reasonable by the company at the date of this press release, may prove to be inaccurate and consequently its actual results could differ materially from the expectations set out herein. For additional information with respect to risks and other factors, which could occur, see OpenText’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the SEC and other securities regulators. Unless otherwise required by applicable securities laws, OpenText disclaims any intention or obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Copyright © 2021 OpenText. All Rights Reserved. Trademarks owned by OpenText. One or more patents may cover this product(s). For more information, please visit https://www.opentext.com/patents.

Notes: (1) All dollar amounts in this press release are in US dollars unless otherwise indicated.

Further information, please contact:

Harry E. Blount

Senior Vice President, Investor Relations

Open Text Corporation

415-963-0825

investors@opentext.com

Chris Plunkett

Vice President, Corporate Communications

Open Text Corporation

519-497-0742

publicrelations@opentext.com

OTEX-MNA

EX-99.2

Exhibit 99.2

 

S&P Global

Market Intelligence

Open Text Corporation NasdaqGS:OTEX

M&A Call

Monday, November 08, 2021 2:00 PM GMT

 

COPYRIGHT © 2021 S&P Global Market Intelligence, a division of S&P Global Inc. All rights reserved   
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Contents

 

Table of Contents

 

Call Participants

     3  

Presentation

     4  

Question and Answer

     7  

 

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OPEN TEXT CORPORATION M&A CALL | NOV 08, 2021

 

 

Call Participants

EXECUTIVES

Harry Edward Blount

Senior VP & Global Head of

Investor Relations

Madhu Ranganathan

Executive VP & CFO

Mark J. Barrenechea

Vice Chairman, CEO & CTO

ANALYSTS

Paul Steep

Scotiabank Global Banking and

Markets, Research Division

Paul Michael Treiber

RBC Capital Markets, Research

Division

Raimo Lenschow

Barclays Bank PLC, Research

Division

Richard Tse

National Bank Financial, Inc.,

Research Division

Stephanie Doris Price

CIBC Capital Markets, Research

Division

Thanos Moschopoulos

BMO Capital Markets Equity

Research

 

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OPEN TEXT CORPORATION M&A CALL | NOV 08, 2021

 

 

Presentation

Operator

Thank you for standing by. This is the conference operator. Welcome to the OpenText Corporation Conference Call. [Operator Instructions] And the conference is being recorded. [Operator Instructions]

I would now like to turn the conference over to Harry Blount, Senior Vice President, Investor Relations. Please go ahead.

Harry Edward Blount

Senior VP & Global Head of Investor Relations

Thank you, operator, and good morning, everyone. With me on the call today is OpenText’s Chief Executive Officer and Chief Technology Officer, Mark J. Barrenechea; and our Executive Vice President and Chief Financial Officer, Madhu Ranganathan. We have some prepared remarks, followed by a question-and-answer session. This call will last approximately 30 minutes with a replay available shortly thereafter.

I’d like to take a moment and direct investors to the Investor Relations section of our website, investors.opentext.com, where we posted a presentation that will be referred to during this call, including the additional information notification related to the tender offer described in our communication, which has not yet commenced.

And now I will proceed with the reading of our safe harbor statement. Please note, during the course of this conference call, we may make statements relating to the future performance of OpenText that contain forward-looking information. While these forward-looking statements represent our current judgment, actual results could differ materially from a conclusion, forecast or projection in the forward-looking statements made today. Certain material factors and assumptions were applied in drawing any such statement.

Additional information about material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information as well as risk factors, including in relation to the current global pandemic that may project future performance results of OpenText are contained in the OpenText recent Form 10-K and 10-Q as well as in a press release that was distributed earlier this morning, which may be found on our website. We undertake no obligation to update these forward-looking statements unless required to do so by law.

In addition, our conference call may include discussions of certain non-GAAP financial measures. Reconciliations of any non-GAAP financial measures to the most directly comparable GAAP measures may be found within our public filings and other materials, which are available on our website.

And with that, I’ll hand the call over to Mark.

Mark J. Barrenechea

Vice Chairman, CEO & CTO

All right. Thank you, Harry, and good morning. I have about 15 minutes of remarks, followed by 15 minutes of Q&A. Also, we’ve posted a transaction deck on the IR section of opentext.com, and we’ll not be taking any financial-related questions on Zix today or until we close.

I’m excited to share that we have entered into a definitive agreement to acquire Dallas-based Zix Corporation. Zix is a leader in SaaS-based e-mail security, threat protection and compliance cloud solutions for SMBs, small- and medium-sized businesses.

Some quick highlights on the transaction. Zix hits all the right points for us and is a continuation of executing on our total growth strategy. Let me speak about the transaction and the terms of the agreement. Total purchase price for approximately $860 million, inclusive of Zix cash and debt or $8.50 per share via a tender offer. Further, we’ll be funding this transaction with our existing cash. There is

 

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OPEN TEXT CORPORATION M&A CALL | NOV 08, 2021

 

 

no equity consideration, no dilution, no debt, no transition services agreements in the transaction. The transaction is expected to close within 90 days, subject to normal closing conditions. The transaction is financially compelling. We expect it to be additive towards organic growth, cloud revenue and recurring revenue. And once the transaction has closed, Zix will be immediately accretive to our adjusted EBITDA and free cash flow.

In short, Zix meets our cash base returns criteria for acquisitions. We’re paying approximately 3.5x trailing 12 months revenues. Upon closing, the Zix resell business will be reported on a net basis to conform to OpenText revenue. We expect it to be on our operating model within 12 to 18 months. We advise investors and analysts do not model the acquisition until after the acquisition closes and we communicate further. And as per our normal practice, more detailed financial projections and target models will be provided on our next earnings call, including any updates to our F ‘22 target model and longer-term aspiration.

So why Zix? SMBs are the engine of economic growth. In the U.S., SMBs were 44% of GDP and 66% of new jobs. Some of the first activities a new business performs is purchasing computers, setting up a website and a corporate e-mail account. At the same time, these businesses often lack the skill to adequately protect their businesses from phishing and malware attacks. As I’d like to say, if you think it’s hard to get a security resource in Toronto, try Wichita Falls. More than 50% of SMBs that get breached often don’t discover that they have been breached for weeks, months or years, and e-mail remains the primary form of communication is the primary method of attack.

OpenText’s vision for SMB partners is to provide these businesses with a single leading information management platform that protects their customers’ websites, their e-mails and their key business content and full recovery in the event of a breach. Imagine a single platform that covers everything from e-mail, backup, threat management, communications and content sharing electronic signature.

OpenText is already a market leader in threat intelligence with BrightCloud, threat profession with Webroot and backup and recovery through Carbonite and electronic signatures through our e-sign offering. With Zix, we are adding additional e-mail encryption and protection and enhancing our current backup and information archiving capabilities.

Zix is headquartered in Dallas, so about 15 miles from our R&D center, with a large office in Gulf Breeze, Florida as well as several smaller offices around the world, including Ottawa, Canada. Zix has a long track record of ARR growth and competitive wins. Over the last 12 months ending June 30, Zix posted $235.6 million in revenue with 15% PTM year-over-year revenue growth. 89% of this revenue is cloud-based and 100% is subscription-based. And at an adjusted EBITDA margin of greater than 20%, we are inheriting a well-run business. With over 100,000 plus customers and more than 5,600 MSP partners, most of them are incremental to our existing distribution. Combined, we’ll have one of the market’s most comprehensive cyber resilience offering for SMB customers. This is a very big opportunity for OpenText and Zix.

And let me run through 6 high-level points. First, this grows OpenText share of information management market, primarily in the security and protection cloud. Two, it enhances our SMB portfolio in data protection, threat management and e-mail security. Three, it’s a meaningful expansion of our MSP distribution capabilities from approximately 17,000 today to more than 21,000 on a combined basis, making us one of the largest in the MSP market. Fourth, it increases our ability to upsell and cross-sell into the SMB channel. Specifically, we see an opportunity to take our Carbonite and Webroot products to Zix MSPs and Zix products to our MSPS. Some of the primary use cases for the combined company include advanced e-mail encryption and threat protection, cloud-to-cloud backup and information archiving.

And as you’ll hear at OpenText World next week, we’ll be adding several more SMB channel-ready products to market in content business network, in security and data protection. OpenText MSPs will increasingly benefit from ease of use and ease of management from our growing SMB suite of products.

Fifth, it strengthened the OpenText relationship with Microsoft. Zix has a 20-year relationship with Microsoft, further strengthening OpenText’s strategic positioning with one of the most trusted partners in the world, Microsoft. Zix is a top 5 Microsoft managed cloud solution provider, or CSP, and only 1 of 9 in North America. Zix has generated more than 14,000 M365 migrations and has over 90,000 joint customers. Microsoft is one of the many partner relationships we expect to add to our SMB platform over time.

 

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OPEN TEXT CORPORATION M&A CALL | NOV 08, 2021

 

 

And finally, sixth, Zix adds significant talent with expertise in SMB, bringing more than 500 professionals with deep expertise in SMB and cybersecurity. We are planning significant investments in our SMB platform as well as the Zix talent that is already joining us.

So recapping, both our industrial thesis and growth plans for this acquisition, Zix brings best-in-class cloud innovation, exceptional cross-sell opportunities within our combined MSP channel, a 20-year Microsoft partnership that enhances and expands OpenText’s existing relationship, geographic expansion opportunities and the opportunity to build strategic partnerships that leverage our SMB cloud platform.

In summary, acquisitions of growth assets like Zix remains integral — as integral as part of our total growth strategy. As you will see in the chart on Page 14 of the transaction deck, today’s announcements meets all the criteria for a strategic acquisition by OpenText.

We are onboarding a company with a strong history of organic growth and an adjusted EBITDA and free cash flow performance that will be immediately accretive to OpenText. The resulting increase in future cash flows will enable us to maintain a healthy balance sheet, deliver strong earnings and continue to invest in our organic growth initiatives.

This is a very big opportunity for both OpenText and Zix, and I look forward to welcoming our new customers, partners and employees to OpenText very soon. As I said when we acquired Carbonite, we intend to win in the SMB market. And this is another important investment for the company and advancement in our strategy on world-class distribution capabilities in both the enterprise business as well as expanding our SMB platform.

So with that, I’ll now open the call up for questions, and I have Madhu on the phone with me as well, and we welcome any questions you may have. Operator?

 

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OPEN TEXT CORPORATION M&A CALL | NOV 08, 2021

 

 

Question and Answer

Operator

[Operator Instructions] The first question is from Raimo Lenschow from Barclays.

Raimo Lenschow

Barclays Bank PLC, Research Division

Congrats on the transaction. Mark, could you talk a little bit about the — like on the one hand, having like more security is a good thing. On the other hand, like your products need to be integrated, et cetera. Like how do you see that product overlap with what you have already with Webroot and Carbonite? And how do you kind of manage through that transition to bring all of this product into a coherent offering?

Mark J. Barrenechea

Vice Chairman, CEO & CTO

Yes, Raimo, thank you. Thank you for the question. Yes, we’re very excited about the announcement today. There’s actually very little functional overlap, and we can immediately bring Carbonite back up and immediately bring Webroot into the Zix channel. So there is very little overlap between the 2 offerings. And we can bring the e-mail security, encryption and protection immediately into the Carbonite channel.

Another piece of technology we’re very excited about is the selling platform that Zix has. They’ve invested in their go-to-market portal, which is how — one of the digital ways that they interact with their MSP customers. So integrating this offering into that portal is going to be measured here in months, not quarters, and thus bringing an integrated go-to-market selling digital zone, if you will, to the mid-market and MSPs.

And our new MDR offering and some new endpoint protection technologies have all been built on the Microsoft stack. So the integration of that is going to be pretty straightforward. The end point for us is a powerhouse SMB platform that’s going to protect the edge just like we are protecting in the cloud.

Raimo Lenschow

Barclays Bank PLC, Research Division

Okay. Makes sense. And then historically, there was always something where you’ve got like — because you’re a well-run company, that you could bring to the table from the other direction. I remember like your kind of discipline around renewals, et cetera, when you bought Carbonite. Is there — what’s the thing that you can bring to the table in the other direction?

Mark J. Barrenechea

Vice Chairman, CEO & CTO

Yes, a variety of things. One is they’re a well-run company. And as Madhu has educated me well through time, gross margin is the quality of the bank and EBITDA is a reflection of the culture. We’ll be able to bring Zix to our operating model within 12 to 18 months. And we will do that through our scale in tech support, through our self-service tools. We’ll do that through our scale and our systems, which we’ll be able to bring to Zix. But actually, what we’re going to be able to bring more is a growth channel.

We have 17,000 MSPs that we can introduce Zix to immediately. So we’ll have some operating efficiencies that we can bring given our scale and support our systems. We run a cloud platform. Oh, 5x larger, if you will, 6x larger than Zix. So the economies of that on the operational scale will benefit. But we’re also going to be able to provide this MSP channel.

And Raimo, the — as I’ve learned over the last few years, getting to 5,000, 10,000, 15,000, 20,000, 25,000 MSPs, we’ve gone from 0 to 21 — we’ve all have gone from 0 to 1,000 MSPs in about 2 years. And that’s a rocket ship, and we’re excited about that.

 

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OPEN TEXT CORPORATION M&A CALL | NOV 08, 2021

 

 

Raimo Lenschow

Barclays Bank PLC, Research Division

Sounds good. Congratulations.

Operator

[Operator Instructions] The next question is from Stephanie Price from CIBC.

Stephanie Doris Price

CIBC Capital Markets, Research Division

Congrats on the transaction.

Mark J. Barrenechea

Vice Chairman, CEO & CTO

Thanks, Steph.

Stephanie Doris Price

CIBC Capital Markets, Research Division

I was hoping you could talk a little bit more about the process and why maybe management is deciding to sell at this point? Any color there, whether it was a process or [ what’s happening ] would be appreciated.

Mark J. Barrenechea

Vice Chairman, CEO & CTO

Yes. Thanks, Steph. I’d say like, very typical, as I’ve described in the past, we get to know businesses over time. And we build relationships, and there comes a point in the company’s history where they decided they — the best way for them to carry for their mission is to combine with a larger company, go fulfill that mission.

So it’s a company we’ve known for many, many years, we’ve watched and admired for many, many years. And they recently felt that they could better fulfill their mission with being combined with a larger organization. and process worked out well for us, and we’re here announcing today.

Stephanie Doris Price

CIBC Capital Markets, Research Division

Okay. Great. And then into the Microsoft relationship, can you just remind us how large a partner OpenText is with Microsoft right now? And how you see that changing with Zix?

Mark J. Barrenechea

Vice Chairman, CEO & CTO

Yes. Well, our relationship is only going to strengthen because of this. Well, look, on the endpoint, rough guess, rough guess, of our 100 million endpoints where OpenText software runs today, 90% of those are Microsoft-based. So Microsoft has always been a very important tech partner for us on the Edge, if you will, the endpoint and on the Edge.

Our cloud is more Linux-based, if you will. But our Edge and client-facing software has always been Microsoft oriented. And so this just gives us a much deeper relationship on the go-to-market side. So it’s a nice 1-2 combination. We have the tech partnership side, that is just massive for $100 million end points customer-facing. And now we can combine that with more technology relationship as well, but excitingly so a go-to-market relationship. And one of the things that we’ll be interested in considering and we won’t — we’ll consider this post close is getting even closer with Microsoft on a global basis. So that’s an opportunity for us to consider post-closing.

Operator

The next question is from Thanos Moschopoulos from BMO Capital Markets.

 

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OPEN TEXT CORPORATION M&A CALL | NOV 08, 2021

 

 

Thanos Moschopoulos

BMO Capital Markets Equity Research

Congrats on the transaction or the acquisition. Mark, maybe you can clarify your commentary about the distinction between gross revenue and net revenue. So what pass-through revenue do they have? I don’t know if you’re in a position to quantify that, but if you could clarify what their pass-through revenue is?

Mark J. Barrenechea

Vice Chairman, CEO & CTO

Yes, very good. Madhu may want to take a part of this. But we’re not going to quantify any of it today, but we did want to signal early that to our approach on revenue and consistent with our revenue approach, we look at parts of the resale — there’s some resale revenue, and we’re going to take that on a net basis versus a gross basis.

So Madhu, any comments you want to provide there? Yes, Madhu, you may be on mute.

Madhu Ranganathan

Executive VP & CFO

Sorry. Mark, I was saying I 100% agree. And Thanos, as you see in the release, it does relate to the resell business. And the recognition will be on a net basis versus what you might see in Zix public disclosures.

And when we do that, it’s also going to conform much closer to the OpenText gross margin model.

Mark J. Barrenechea

Vice Chairman, CEO & CTO

Yes.

Thanos Moschopoulos

BMO Capital Markets Equity Research

Okay. And so presumably, when you talk about bringing it up to your target model in 12 to 18 months, that would be on a net revenue basis, correct?

Madhu Ranganathan

Executive VP & CFO

That’s correct.

Mark J. Barrenechea

Vice Chairman, CEO & CTO

Yes. Thank you, Thanos. And as you know, I’ll just add to it that, it improves gross margin, doesn’t change EBITDA and doesn’t affect cash flow at all. It’s just a better conforming presentation, we believe.

Operator

The next question is from Paul Treiber from RBC Capital Markets.

Paul Michael Treiber

RBC Capital Markets, Research Division

Just a follow-up question, but more just on the fundamentals of the reseller revenue. Is that a business? Do you see the value add in that business? And do you see it — do you anticipate continuing it going forward?

Mark J. Barrenechea

Vice Chairman, CEO & CTO

Yes. Thank you, Paul. Yes, we see significant value in it. Many large tech companies have strong resell businesses. I’ll give an example, OpenText and SAP, and SAP’s SolEx business. It’s a juggernaut in the industry where SAP can bring, I’ll just use SAP as an example, significant solution extensions to their customers. OpenText happen to be #1 SolEx provider and then bring more solutions surrounding that. So it’s not just retail, it’s relationship.

 

 

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OPEN TEXT CORPORATION M&A CALL | NOV 08, 2021

 

 

So it’s relationship. So yes, we like the resell business. We intend to expand it significantly because it’s a relationship with both Microsoft and a relationship with the MSP and the customer that we can continue to surround it with more product, more services, deeper integration into our business. So substitute the word resell with relationship. And this deepens the relationship to all the spokes, to Microsoft, to the MSP, to the end customer. And it’s not just resell, it’s renewal. It’s refresh. It’s new technologies that come all the way through this.

We also think there’s an opportunity to expand this with other — I don’t want 100 here but I wouldn’t mind 3 or 4 of the world’s largest, right, in this type of relationship. So yes, we like the resell or relationship business and we intend to invest in it significantly.

Paul Michael Treiber

RBC Capital Markets, Research Division

And then a second question, just on the organizational structure when you integrate the business. Will this fall under or be part of Prentiss Donohue’s team? Or will it go elsewhere? What part of the management team from Zix is staying on board?

Mark J. Barrenechea

Vice Chairman, CEO & CTO

Yes. We’ll announce the full integration once we close. But at a high level, Prentiss will lead the combined organizations. So Prentiss reports to me. Prentiss is just a fantastic leader, and he’ll run the combined go-to-market for Carbonite, Webroot and Zix.

Engineering will be integrated into Muhi’ s organization, and all the support functions will become part of their functional teams. As we do with any acquisition, we’ll get to know the team better. We love the team. We — Ryan, their Chief Product Officer; Geoff, their CMO; Sheila, their CIO; John, their Chief Revenue Officer; and Dave on the Finance and Operations. We’ll get to know the team. We’ll get to know their aspirations, and we’ll always make the best talent decision when we come to integrate. But think of Prentiss leading the go-to-market on a combined basis. Muhi will lead the combined engineering teams on the product and cloud side.

Operator

The next question is from Richard Tse from National Bank Financial.

Richard Tse

National Bank Financial, Inc., Research Division

Congratulations on this deal here. It looks pretty attractively valued. Just kind of curious, so do you think valuations are softening in the areas that you’re looking at today? Because I think the context is that a few months ago, I think you were saying the valuations were quite heightened across the board here?

Mark J. Barrenechea

Vice Chairman, CEO & CTO

Thanks for the question. I would — if you allow me, I would — when we look at an asset through cash returns and we look at an asset through a growth lens, it allows us to widen the multiple parameter because we’re going to generate the cash return and the growth profile. So with that sort of expanded view of — as we’ve been building towards organic growth, we — as you know, we posted a great Q1 of almost 4% organic growth, our organic growth for this fiscal year, driving towards more organic growth in our fiscal ‘24 aspirations of 2% to 4% for the total company. This is building confidence that we can bring a company on board like Zix that’s growing double digit and maintain and accelerate that growth.

 

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OPEN TEXT CORPORATION M&A CALL | NOV 08, 2021

 

 

And as we do that, it will widen parameters for us to look through a lens of cash and growth valuation. So we’re happy with the multiple. Mid-3s is a fine place to be for us, and we look forward to delivering the growth and the cash return.

Richard Tse

National Bank Financial, Inc., Research Division

Okay. Great. And I know that it sounds like there’s a fairly sizable opportunity for security and compliance and SMB. If you kind of step back and you sort of look at broader OpenText portfolio of information management, what’s your sense of the level of penetration in SMB from that product, that broad product perspective?

Mark J. Barrenechea

Vice Chairman, CEO & CTO

We have — it is open space in the Carbonite, Webroot MSPs, and we’re ready to bring our e-signature offering. We’re ready to bring our core content offering, sort of our Box-like capabilities through this channel, ease of integration, ease of selling, ease of transacting, ease of support. All those things are really important in the self-service world of MSPs. And as I talked about on our last earnings call, we’re bringing GXS through Freeway into the mid-market opportunity. And it’s a bit more of the M than the S in SMB.

So look, our vision has always been to meet our — we want to double the company again over the next 5 to 7 years. And to do that, we need more channels. And so we need more than just an enterprise channel, we also need an SMB channel. And it’s not just building the channel, but having key offerings that can bridge both go-to-market opportunities.

So when it comes to the M part, we’ll intersect with the low end of E in the high end of SMB. So an e-mail isn’t going away. It is a primary way to communicate. So we like the longevity of this tech platform as well.

Richard Tse

National Bank Financial, Inc., Research Division

Okay. That’s great. Congrats again.

Operator

Our next question is from Paul Steep with Scotia Capital.

Paul Steep

Scotiabank Global Banking and Markets, Research Division

Mark, maybe you can just help us understand how this fits maybe in the future. It looks like you’re more focused on growth these days and driving higher growth. Should we think that Zix, through CRES as well as the CloudAlly deals, the more of the savings and the benefit on to the model that comes from leveraging the OpenText business network infrastructure? Or — and maybe you’re looking to potentially keep more of the sales infrastructure than you have in the past?

Mark J. Barrenechea

Vice Chairman, CEO & CTO

Yes, Paul, thanks for the question. So we’ll get Zix to our operating model in 12 to 18 months. It is a very straight line. And as I said earlier in my remarks, there’s no equity, there’s no dilution, there’s no debt, there’s no transition services agreement. So this is straight line integration. And the ability to combine billing platforms, the ability to combine customer care, it’s the enterprise play, right, that we’ve had, where after 70 acquisitions on the enterprise side, we’ve gotten scale and renewal. So we’re able to bring companies to our model. We get scale and tech support. We get scale in operations.

And with Carbonite, Webroot, BrightCloud and now Zix, we can get scale in SMB. So we’ll get to that operating model through the scale of support renewals and our cloud operations.

 

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OPEN TEXT CORPORATION M&A CALL | NOV 08, 2021

 

 

Operator

I’ll now hand the call back over to Mr. Barrenechea for closing remarks.

Mark J. Barrenechea

Vice Chairman, CEO & CTO

All right. Well, thanks for joining us on short notice. We’re very excited about announcing today’s definitive agreement, and we look forward to speaking soon with you. Have a great day.

Operator

This concludes today’s conference call. Thank you for participating. You may disconnect your lines. Have a pleasant day.

 

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OPEN TEXT CORPORATION M&A CALL | NOV 08, 2021

 

 

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EX-99.3

Exhibit 99.3 OpenText to Acquire Zix Corporation (NASDAQ: ZIXI) NASDAQ: OTEX | TSX: OTEX November 8, 2021


Cautionary Statement Certain statements in this presentation, including statements regarding OpenText’s plans, objectives, expectations and intentions relating to the acquisition, the acquisition’s expected contribution to OpenText’s results, financing and closing of the acquisition, as well as the expected timing and benefits of the acquisition, impact on future financial performance including in respect of annual recurring revenues, cloud revenues, cloud margins, adjusted EBITDA, cash flows, earnings, may contain words considered forward- looking statements or information under applicable securities laws. These statements are based on OpenText's current expectations, estimates, forecasts and projections about the transaction, including the expected closing, timing and benefits thereof, and the operating environment, economies and markets in which OpenText operates as well as the impact of the COVID-19 pandemic. These statements are subject to important assumptions, risks and uncertainties that are difficult to predict, and the actual outcome may be materially different. OpenText’s assumptions, although considered reasonable by OpenText at the date of this press release, may prove to be inaccurate and consequently its actual results could differ materially from the expectations set out herein. For additional information with respect to risks and other factors which could occur, see OpenText’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the SEC and other securities regulators. Unless otherwise required by applicable securities laws, OpenText disclaims any intention or obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. OpenText ©2021 All rights reserved 2


Call Participants Mark J. Barrenechea Madhu Ranganathan CEO and CTO EVP, CFO OpenText ©2021 All rights reserved 3


Transaction Overview Projected Financial Impact Purchase Price and Closing Conditions • Approximately $860 million, inclusive of Zix’s cash and debt • Additive to organic growth, ARR and cloud revenue (1) • Approximately 3.5x TTM Zix GAAP revenues • Accretive to A-EBITDA and FCF • To be funded with OpenText’s existing cash on hand • On OpenText operating model within 12-18 months of closing • Expected closing within 90 days of announcement • Financial projections and target model to be provided on February 2022 earnings call • Subject to regulatory approvals and customary closing conditions 1. Please refer to Zix’s historical financial filings for additional information on their GAAP-based measures. OpenText ©2021 All rights reserved 4


(1) Zix Snapshot Zix’s Mission: To be THE leading provider of cloud-based email security, compliance and productivity solutions $235.6M 15% 89% 100% 23% (2) TTM Revenue (2) (2) (2) TTM y/y Revenue Growth Cloud Subscription Revenue A-EBITDA Margin (as of June 30, 2021) 1 of 9 100,000+ Dallas, TX 5,600 Authorized Microsoft 525 Total End Customers Managed Cloud Solution Employees Headquarters MSP’s Providers (CSP’s) in the (Mostly SMB’s) U.S. Upon closing, Zix’s resell business will be reported on a “net” basis to conform to OpenText’s revenue recognition policies. The net basis recognition will result in Zix’s immediate conformance to OpenText Gross Margin Model. 1. Source: Zix Investor Presentation, August 2021 and Zix Financial Filings. 2. Revenue and Margins based on Zix’s reporting methodology. TTM metrics as of June 30, 2021, based on Zix’s historical filings. Please refer to Zix’s historical financial filings for additional information on their calculation of A-EBITDA (a Non-GAAP measure). OpenText ©2021 All rights reserved 5


Powerful Industry Trends “These mounting cybersecurity threats are particularly fraught for small and medium-size enterprises (SMEs), defined as those with fewer than 500 employees.” (1) McKinsey & Company SMBs represent a huge growth SMBs are vulnerable to cyber (1) $10B Market Opportunity opportunity for OpenText attacks due to lack of IT skills (2) • 376.4B emails sent and received • 61% of CIOs expect to increase • ~30M SMBs (<500 employees) (4) (8) (3) every day Cyber security spending • 66% of new US jobs (3) • 94% of malware sent via email, • 96% of companies who have a • 44% of US GDP (5) common method of attack backup and recovery plan, survive (5) • 19,369 complaints of business email ransomware (6) compromised • $10B revenue opportunity to MSPs (6) (1) • >$1.8B lost serving SMB market • ~53% of SMBs take weeks, months or years to discover they have been (7) compromised (1) Source: McKinsey & Company, “Securing Small and Medium Size Enterprises, What’s Next?”, March 2021. (5) Source: Zix Investor Presentation, August 20, 2021 and Zix Financial filings. (2) Source: Deloitte. (6) Source: FBI, Internet Crime Report, 2020. (3) Source: US Small Business Administration. (7) Source: Verizon 2021 Data Breach Investigations Report. (4) Source: Statista.com/statistics/456500/daily-number-of-emails-worldwide/. (8) Source: Gartner CIO Agenda 2021, survey of 1,877 CIO Execs, https://www.information-age.com/gartner-cio-agenda-2021-spending-cyber-security-most-projected-123492611/. OpenText ©2021 All rights reserved 6


Strategic Rationale Grows OpenText share of Information Meaningful expansion of our MSP Management (IM) Market distribution capabilities Strengthens relationship with Enhances SMB portfolio in email, Microsoft – Zix is a top 5 threat protection and compliance Microsoft Managed Cloud Solution Provider (CSP) Increases our ability to cross-sell Significant add to Talent with and upsell expertise in SMB and Cyber Security OpenText ©2021 All rights reserved 7


(1) Zix Track Record of Growth World-Class SaaS Platform and Service Encrypted Security Around the Mailbox High-growth, cloud 2016 to 2021 ARR MSP Focus and International Market Expansion subscription-based, Threat Intelligence for Enhanced Customer Protection recurring revenue model $55M to Security, Resiliency and Compliance in the Cloud (2) $252.4M (2) Quarterly Revenue Growth Latest Period Annualized ARR Growth *$ in millions $252.4 *$ in millions $243.6 $237.7 $62.8 $222.3 $60.0 $215.9 $214.3 $57.9 $209.7 $200.3 $54.8 $53.3 $193.7 $52.4 $50.4 $47.8 $45.9 Q2-19 Q3-19 Q4-19 Q1-20 Q2-20 Q3-20 Q4-20 Q1-21 Q2-21 Q2-19 Q3-19 Q4-19 Q1-20 Q2-20 Q3-20 Q4-20 Q1-21 Q2-21 18% Year-over-Year Increase 17% Year-over-Year Increase 1. Source: Zix Investor Presentation, August 2021 and Zix Financial Filings. 2. Please refer to Zix’s historical financial filings for additional information on their calculation of Annual Recurring Revenue or ARR (a Non-GAAP measure) which differs from OpenText’s calculation of ARR. OpenText ©2021 All rights reserved 8


Zix Expands OpenText Distribution Capabilities Significant cross-sell and upsell opportunities (1) Zix MSP Partners 5,644 5,003 4,734 Zix OpenText 4,459 (2) 3,849 ~21,600 ~5,600 ~17,000 Distinct MSPs MSPs MSPs 2017 2018 2019 2020 2021 1. Source: Zix Investor Presentation, August 2021 and Zix Financial Filings. OpenText ©2021 All rights reserved 2. Numbers do not add due to estimated overlap in Zix and OpenText MSPs. 9


(1) Zix Enhances OpenText SMB Offering All Zix products are delivered through the Zix Secure Cloud Platform Zix Products Fit with Product Zix OpenText SMB Platform OT Key Benefits Email Net new Encryption Increases opportunity to engage customer at Email BrightCloud Adds expertise on email time of M365 purchase Threat Additive protection to OT endpoint Threat Intelligence Protection expertise Adds encrypted email security offerings Webroot Secure File Adds email expertise for Threat Protection Additive Sharing securely sharing files Broadens SMB platform Adds cloud-first Carbonite capabilities for Backup and Recovery Backup/ Additive SharePoint, Salesforce, Recovery G Suite, Box and Increases opportunity Dropbox to upsell and cross-sell Adds monitoring and a Information broad range of Additive Archiving connectors to communication channels 1. Source: Zix Investor Presentation, August 2021 and Zix Financial Filings. OpenText ©2021 All rights reserved 2. Secure File Share revenue is immaterial. Included in Email Encryption (integrated product launches in Q4). 10 Compliance Security


(1) Microsoft Partnership Drives Strong Growth Synergies ~20-year as Microsoft Managed CSP Reselling M365 is a strong complement to Zix’s proprietary products >14,000 successful M365 migrations > 90,000 joint customers Phenomenal Support for M365 97% first call resolution on M365 support calls Quick, effective support Long-standing member of Microsoft PAC Gold Standard Compliance for M365 Simple, effective tools Percentage of New Number of Services per Secure Cloud Customer Customers on-boarded Back-up for M365 to Secure Cloud in Q4- 20 Critical business resilience 1.32 M365 Security Audit 1.31 Insight and remediation 1.30 1.29 Email Security for M365 Peace of mind security 1.26 M365 CSP Experience you can trust Q2-20 Q3-20 Q4-20 Q1-21 Q2-21 1. Source: Zix Investor Presentation, August 2021 and Zix Financial Filings. OpenText ©2021 All rights reserved 11


Adds Talented Employees in SMB and Cyber Security OpenText ©2021 All rights reserved 12


Key SMB Growth Areas New product Cross-sell Deeper Geographic More innovations relationship expansion strategic with Microsoft partnerships OpenText ©2021 All rights reserved 13


Zix meets our Acquisition Criteria Key M&A Strategy Drivers High adjacency within Information Management Expands market presence, customer base, technology position Contributes to organic growth On operating model in 12 -18 months Free Cash Flows, cash returns-based OpenText ©2021 All rights reserved 14 14


Additional Information The tender offer described in this communication has not yet commenced. This communication is provided for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. At the time the tender offer is commenced, OpenText and a wholly owned subsidiary intend to file with the Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer, and Zix intends to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. OpenText and Zix intend to mail these documents to the Zix stockholders. Investors and security holders are urged to read those documents and other relevant documents filed or to be filed with the SEC carefully when they become available as they will contain important information about OpenText, Zix, the tender offer and related matters. Those documents as well as OpenText’s and Zix’s other public filings with the SEC may be obtained without charge at the SEC’s website at www.sec.gov. OpenText’s public filings with the SEC may be obtained at OpenText’s website at http://investors.opentext.com/ and Zix’s public filings with the SEC may be obtained at Zix’s website at http://investor.zixcorp.com/. The offer to purchase and related materials may also be obtained (when available) for free by contacting the information agent for the tender offer. OpenText ©2021 All rights reserved 15


Thank you twitter.com/opentext linkedin.com/company/opentext opentext.com

EX-99.4

Exhibit 99.4

 

LOGO

Subject: OpenText and Zix

Dear Future Colleagues,

I am excited that OpenText has entered into a definitive agreement to acquire Zix, and I look forward to welcoming you to the OpenText team in the near future.

Throughout this process, our team has been consistently impressed by both the technology and the quality of the team that you have built. Zix is a truly impressive company, and we look forward to working together to continue your success.

For those of you not familiar with OpenText, we are the market leader in Information Management, with more than 14,000 employees around the globe. We have already invested heavily in Cyber Resilience through Webroot security and Carbonite data protection, and I look forward to adding your market-leading email encryption, threat protection and compliance cloud solutions to the OpenText Security and Protection Cloud.

Together, we will integrate our solutions to create a powerhouse SMB platform for data protection, threat management, email security and compliance solutions, which your strong channel and go-to-market operations will help to continue growing.

I’m glad you were able to meet our EVP of SMB/C Sales, Prentiss Donohue and our Chief Product Officer, Muhi Majzoub on your all-employee Zoom call this morning, and I know that Prentiss is looking forward to meeting some of you in person this Wednesday in Gulf Breeze.

This is a great opportunity for both OpenText and Zix, and I can’t wait to meet with all of you in person very soon.

Mark

Mark J. Barrenechea

OpenText CEO & CTO

markb@opentext.com

EX-99.5

Exhibit 99.5

The following was posted by OpenText on Twitter at https://twitter.com/OpenText/status/1457704210481524742?s=20 on November 8, 2021.

 

LOGO

 

EX-99.6

Exhibit 99.6

The following was posted by OpenText on LinkedIn at

https://www.linkedin.com/posts/opentext_opentext-has-entered-into-a-definitive-agreement-activity-6863469901055582209-TuAz on November 8, 2021.

 

LOGO

EX-99.7

Exhibit 99.7

The following was posted by Tyler Moffitt, who is a Sr. Security Analyst & Community Manager at OpenText, on community.webroot.com at https://community.webroot.com/news-announcements-3/opentext-acquires-zix-corporation-349132 on November 8, 2021.

 

LOGO

EX-99.8

Exhibit 99.8

The following was any email sent by Larry Yokel, who is a Senior Analyst Relations Manager at OpenText, on November 8, 2021 to various analysts.

Subject: OpenText to acquire Zix Corporation

Dear Analyst Community:

Waterloo, ON – November 8, 2021 - OpenText announced this morning that it has entered into a definitive agreement to acquire Zix Corporation, Inc. (NASDAQ: ZIXI) (“Zix”), a leader in SaaS-based email encryption, threat protection and compliance cloud solutions for Small and Medium-sized Businesses (SMBs).

Commenting on the acquisition, OpenText CEO & CTO Mark J. Barrenechea noted “We are pleased to announce our intent to acquire Zix, and I look forward to welcoming Zix customers, partners and employees to OpenText,” said OpenText CEO & CTO Mark J. Barrenechea. “We intend to integrate Carbonite, Webroot and Zix products to create a powerhouse SMB platform for data protection, threat management, email security and compliance solutions.”

The full press release is attached for your convenience or go to Press Release for the web version on OpenText.com.

As stated in the press release, the transaction will proceed by way of tender offer, expected to close within 90 days of this announcement, and is subject to customary closing conditions. Until the close of this deal, both OpenText and Zix will continue to operate separately, and more information will be shared after the closing of the transaction.

Warmest Regards,

Larry J. Yokell

Senior Analyst Relations Manager

OpenText

lyokell@opentext.com

EX-99.9

Exhibit 99.9

The following was an email sent by Jody Guffey, who is an VP, Sales at OpenText, on November 8, 2021 to certain distributors and contacts of OpenText.

Subject: OpenText to Acquire Zix Corporation, Inc.

Dear [contact first name],

Today we announced our intention to acquire Zix, a leader in SaaS-based email encryption, threat protection and compliance cloud solutions for Small and Medium-sized Businesses (SMBs). As stated in the press release, the transaction will proceed by way of tender offer, expected to close by end of calendar year.

This acquisition will extend the existing Carbonite + Webroot Cyber Resilience portfolio with complementary products and feature capabilities, while expanding our MSP community. In addition, Zix is one of nine managed Microsoft Cloud Solution Providers in North America

Upon close of the acquisition, I look forward to discussing more details about our go-forward operating model with you.

Sincerely,

Jody

[Standard email signature]

EX-99.10

Exhibit 99.10

The following was a post on ChannelFutures.com, in which Prentiss Donohue, the executive vice president of SMB and consumer sales at OpenText, was quoted, and is available at https://www.channelfutures.com/mergers-and-acquisitions/opentext-to-roll-out-smb-cybersecurity-platform-with-860-million-zix-acquisition .

OpenText to Roll Out SMB Cybersecurity Platform with $860 Million Zix Acquisition

Written by

Edward Gately

November 8, 2021

The acquisition will expand OpenText’s cyber resilience portfolio.

OpenText plans to launch a “powerhouse” SMB platform with its $860 million acquisition of Zix.

Zix provides SaaS-based email encryption, threat protection and compliance cloud solutions for SMBs. OpenText plans to integrate Carbonite, Webroot and Zix products to create the platform. It will provide data protection, threat management, email security and compliance solutions. OpenText acquired Carbonite and Webroot in 2019 for $1.45 billion.

The Zix acquisition should be final within 90 days. It will deepen OpenText’s technology and its relationship with Microsoft.

‘Great Synergy’ Between OpenText, Zix

Prentiss Donohue is OpenText’s executive vice president of SMB and consumer sales.

“The OpenText acquisition of Zix will expand our cyber resilience portfolio, building on our current Carbonite and Webroot product offerings,” he said. “There is great synergy between our two organizations when it comes to partners, our focus on MSPs and how we serve SMBs. With this acquisition, we will bring Zix’s 5,600 MSPs into our ecosystem. For both partner sets, it will provide new cross and upsell opportunities.”

OpenText advocates a defense-in-depth strategy when it comes to securing and protecting customers and their data, Donohue said.

“This acquisition will expand the portfolio of data security and protection solutions that partners can make available to their customers,” he said. “By being able to offer a robust set of security products, we provide a turnkey approach to having a cyber resilient business.”

Until the transaction closes, there are no changes in Zix’s operating model, Donohue said.

 


“When the acquisition closes, advantages for both OpenText and Zix partners will be apparent as we create a powerful SMB platform providing data protection, threat management, email security and compliance solutions,” he said.

Expanding the portfolio will reinforce the layers of defense that partners can make available to their customers, Donohue said.

Ideal Opportunity for Zix

Dave Wagner is Zix’s CEO.

“Over the past several years, Zix has expanded its product portfolio and customer base through acquisitions and organic initiatives,” he said. “We are thrilled to join forces with OpenText and add Zix’s secure cloud platform to the Carbonite and Webroot products in OpenText’s SMB platform. OpenText provides the ideal opportunity to help Zix achieve its next phase of growth. This transaction will bring greater resources and product capabilities, and provide significant benefits to our customers, partners and employees.”

Once integrated, OpenText expects Zix to contribute to its organic growth in cloud and annual recurring revenues. It will also be part of OpenText’s operating model for profitability.

 

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