OpenText to Acquire Zix

November 8, 2021

Cleary Gottlieb is advising longtime client OpenText, which announced that it has entered into a definitive agreement to acquire Zix Corporation Inc. (Zix) for a total purchase price of approximately $860 million, including Zix’s cash and debt.

OpenText, through a wholly owned subsidiary, will commence a tender offer 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. 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 transaction is expected to close within the next 90 days.

Cleary has counseled OpenText on a variety of corporate transactions, including its December 2019 acquisition of Carbonite Inc.

Zix is a leader in SaaS-based email encryption, threat protection, and compliance cloud solutions for small- and medium-sized businesses.

For more information, please see the press release here.