This Tender Offer Statement on Schedule TO (this
“Schedule TO”) relates to the offer (the “Offer”) by Zeta Merger Sub Inc., a Texas corporation (“Purchaser”) that is a wholly-owned subsidiary of Open Text Corporation, a
corporation incorporated under the federal laws of Canada (“OpenText”), to purchase all shares of common stock of Zix Corporation, a Texas corporation (“Zix”), par value $0.01 per share (each, a
“Share”), that are issued and outstanding, at a price of $8.50 per Share, in cash, without interest and subject to any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase
dated November 22, 2021 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), which is annexed to and filed with this Schedule TO as Exhibit (a)(1)(A), and in the related Letter of
Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), which is annexed to and filed with this Schedule TO as
Exhibit (a)(1)(B).
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Item 1.
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Summary Term Sheet.
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The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.
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Item 2.
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Subject Company Information.
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(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Zix Corporation, a Texas
corporation. Zix’s principal executive offices are located at 2711 North Haskell Avenue, Suite 2300, LB 36, Dallas, Texas, 75204. Zix’s telephone number at such address is (214) 370-2000.
(b) This Schedule TO relates to the issued and outstanding shares of common stock, par value $0.01 per share, of Zix. According to Zix,
as of the closing of business on November 18, 2021, there were (i) 56,790,468 Shares issues and outstanding and (ii) 100,206 shares of Series A Preferred Stock issued and outstanding, which shares were convertible into 20,695,287 Shares as of
November 18, 2021 and, assuming they remain outstanding as of December 20 will be convertible into 20,840,900 Shares as of such date.
(c) The information set forth in Section 6 — “Price Range of Shares; Dividends” of the Offer to Purchase is incorporated
herein by reference.
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Item 3.
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Identity and Background of Filing Person.
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This Schedule TO is being filed by Purchaser and OpenText. The information set forth in Section 9 — “Certain Information
Concerning Purchaser and OpenText” in the Offer to Purchase and in Schedule A of the Offer to Purchase is incorporated herein by reference.
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Item 4.
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Terms of the Transaction.
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The information set forth in the Offer to Purchase is incorporated herein by reference.
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Item 5.
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Past Contacts, Transactions, Negotiations and Agreements.
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The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet” and “Introduction,” and
Sections 9, 10 and 11 — “Certain Information Concerning Purchaser and OpenText,” “Background of the Offer; Contacts with Zix” and “Purpose of the Offer and Plans for Zix; The Merger Agreement and Other
Agreements” of the Offer to Purchase is incorporated herein by reference.
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Item 6.
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Purposes of the Transaction and Plans or Proposals.
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The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet” and “Introduction,” and
Sections 6, 7 and 11 — “Price Range of Shares; Dividends,” “Certain Effects of the Offer and the Merger” and “Purpose of the Offer and Plans for Zix; The Merger Agreement and Other Agreements” of the Offer to
Purchase is incorporated herein by reference.