Item 1.01 Entry Into Material Definitive Agreement.

Agreement and Plan of Merger

On November 7, 2021, Zix Corporation, a Texas corporation ("Zix"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Open Text Corporation, a Canadian corporation ("OpenText").

Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, OpenText will form a wholly-owned subsidiary ("Merger Sub") which will commence a tender offer (the "Offer") no later than November 22, 2021, to acquire all of the outstanding shares of common stock of Zix, $0.01 par value per share (the "Shares"), at an offer price of $8.50 per Share in cash, without interest and subject to any applicable withholding taxes (such amount, the "Offer Price").

The obligation of Merger Sub to purchase Shares tendered in the Offer is subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including (i) that there shall have been validly tendered, received (within the meaning of Section 21.459(c) of the Texas Business Organizations Code ("TBOC")) and not subsequently validly withdrawn Shares (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in satisfaction of such guarantee in accordance with Section 21.459(c) of the TBOC) that, considered together with all other Shares, if any, beneficially owned by OpenText and affiliated entities, represent at least one Share more than two-thirds of the total number of Shares issued and outstanding (excluding from such outstanding amount any Shares held in treasury by Zix or any other Shares acquired by Zix prior to the expiration of the Offer) (the "Minimum Condition"); (ii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (such condition, the "HSR Condition"); and (iii) those other conditions set forth in Annex I to the Merger Agreement (collectively, the "Offer Conditions").

The Offer will initially expire at one minute after 11:59 p.m., Eastern time, on the date that is twenty (20) business days following the commencement of the Offer. The expiration date may be extended under the following circumstances: (i) if, as of the then-scheduled expiration date, the HSR Condition is not satisfied and has not been waived by Merger Sub or OpenText, to the extent waivable by Merger Sub or OpenText, then Merger Sub shall extend the Offer for consecutive periods of up to ten (10) business days per extension (or such longer period as the parties may agree) to permit the HSR Condition to be satisfied; (ii) if, as of the then-scheduled expiration date, any other Offer Condition is not satisfied and has not been waived by Merger Sub or OpenText, then Merger Sub may, without the prior written consent of Zix, extend the Offer on one or more occasions for consecutive periods of up to ten (10) business days per extension (or such longer period as the parties may agree), until such time as all Offer Conditions are satisfied; (iii) if, as of the then-scheduled expiration date of the last extension period referred to in (i) or (ii) above, any Offer Condition (other than the Minimum Condition) is not satisfied and has not been waived by Merger Sub or OpenText, then Merger Sub shall, at the request of Zix (which request may be made up to three times), extend the Offer for an additional period of up to ten (10) business days (or such longer period as Zix and OpenText may mutually agree in writing), up to and including the Termination Date (as defined in the Merger Agreement); and (iv) Merger Sub shall extend the Offer from time to time for any period required by any legal requirement, any interpretation or position of the Securities and Exchange Commission (the "SEC") or its staff or Nasdaq applicable to the Offer. Without the written consent of Zix, Merger Sub will not be permitted to, and without the written consent of Merger Sub, Merger Sub will not be required to, extend the Offer beyond the earlier to occur of (i) the valid termination of the Merger Agreement, (ii) the Termination Date and (iii) the final Expiration Date (as defined in the Merger Agreement) following extension of the Offer in compliance with the provisions described above. Unless the Merger Agreement is validly terminated, Merger Sub may not terminate or withdraw the Offer prior to any scheduled expiration date without the prior written consent of Zix.

Subject to the satisfaction or waiver of the Offer Conditions, Merger Sub will (i) promptly after the expiration date of the Offer accept for payment all Shares validly tendered (and not validly withdrawn) pursuant to the Offer (the time of such acceptance, the "Offer Acceptance Time") and (ii) as promptly as practicable after the Offer Acceptance Time, pay for such Shares.

Upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with Section 21.459(c) of the TBOC, promptly following the Offer Acceptance Time, Merger Sub will merge with and into Zix, with Zix surviving as a wholly owned subsidiary of OpenText (the "Merger"), without a meeting or vote of stockholders of Zix. At the effective time of the Merger (the "Effective Time"), each outstanding Share not purchased pursuant to the Offer (other than Shares held by Zix, OpenText, Merger Sub, any wholly owned subsidiary of Zix, OpenText or Merger Sub or by stockholders of Zix who have perfected their statutory rights of appraisal under Texas law) will be cancelled and converted into the right to receive cash in an amount equal to the Offer Price, without interest and net of any withholding (the "Per Share Price").

OpenText may, in its sole discretion, elect to assume or substitute some or all of the Company Stock-Based Awards or Company Options (each as defined in the . . .

Item 2.02. Results of Operations and Financial Condition.

On November 8, 2021, Zix issued a press release announcing financial results for the third quarter ending September 30, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 2.02 and in the attached Exhibit 99.1 are deemed to be "furnished" and shall not be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Item 3.03. Material Modifications to Rights of Security Holders.

The disclosure set forth under "Item 1.01 Entry into a Material Definitive Agreement" is hereby incorporated by reference into this Item 3.03.

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Item 8.01 Other Events.

On November 8, 2021, Zix issued a press release announcing the execution of the Merger Agreement. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.

Director and Officer Tender and Voting Agreement

On November 7, 2021, in connection with the execution of the Merger Agreement, OpenText entered into a Tender and Voting Agreement (the "D&O Voting Agreement") with certain directors and executive officers of Zix (the "Stockholders"). Under the terms of the D&O Voting Agreement, the Stockholders have agreed, among other things, to tender, pursuant to the Offer, their Shares in the Offer, vote their Shares in favor of the Merger and, subject to certain exceptions, not to transfer any of their Shares that are subject to the D&O Voting Agreement. The D&O Voting Agreement will terminate upon termination of the Merger Agreement and other specified events.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act.





EXHIBIT
NUMBER           DESCRIPTION

 2.1*       -      Agreement and Plan of Merger, dated November 7, 2021, by and
                 between Zix Corporation and Open Text Corporation

10.1        -      Tender and Voting Agreement, dated November 7, 2021, by and among
                 Zix Corporation, Open Text Corporation and Zephyr Holdco, LLC

99.1        -      Press Release issued by Zix, dated November 8, 2021

99.2        -      Press Release issued by Zix, dated November 8, 2021

104         -    Cover Page Interactive Data File, formatted in Inline XBRL, and
                 included as Exhibit 101.

* Zix hereby undertakes to furnish supplementally a copy of any omitted schedule

or exhibit to such agreement to the U.S. Securities and Exchange Commission

upon request.

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