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 Zixs 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 OpenTexts and Zixs
other public filings with the SEC may be obtained without charge at the SECs website at www.sec.gov. OpenTexts public filings with the SEC may be obtained at OpenTexts website at http://investors.opentext.com/ and Zixs
public filings with the SEC may be obtained at Zixs 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 OpenTexts plans, objectives, expectations and intentions relating to
the acquisition, the acquisitions expected contribution to OpenTexts 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 OpenTexts
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. OpenTexts 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
OpenTexts 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.