Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously announced, on November 7, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Open Text Corporation, a corporation incorporated under the federal laws of Canada (“OpenText”) and, by joinder, Zeta Merger Sub Inc., a Texas corporation and a wholly-owned subsidiary of OpenText (“Merger Sub”). Pursuant to the Merger Agreement, and on the terms and subject to the conditions thereof, Merger Sub commenced a tender offer on November 22, 2021 to acquire all of the outstanding shares of common stock of the Company, $0.01 par value per share (the “Shares”), at an offer price of $8.50 per Share in cash, without interest and subject to applicable withholding of taxes (such amount, the “Offer Price”), upon the terms and conditions set forth in the Offer to Purchase dated November 22, 2021 (as amended or supplemented, the “Offer to Purchase”), and in the related Letter of Transmittal (as amended or supplemented, the “Letter of Transmittal” and together with the Offer to Purchase, the “Offer”).
On December 23, 2021, OpenText announced that the Offer expired at one minute after 11:59 P.M., Eastern time, on December 22, 2021 (the “Expiration Time”). The Depositary (as defined in the Offer to Purchase) has advised OpenText and Merger Sub that immediately prior to the Expiration Time there were validly tendered and not withdrawn (and excluding any Shares tendered pursuant to guaranteed delivery procedures that were not yet delivered in satisfaction of such guarantee in accordance with Section 21.459(c) of the Texas Business Organizations Code (the “TBOC”)), a total of 55,709,092 Shares. The validly tendered Shares represent approximately 71% of the Shares outstanding immediately prior to the Expiration Time (including following the conversion of all of the outstanding shares of the Company’s Series A Preferred Stock into Shares immediately prior to the Expiration Time). The number of Shares (excluding Shares tendered pursuant to guaranteed delivery procedures that were not yet delivered in satisfaction of such guarantee in accordance with Section 21.459(c) of the TBOC)) tendered into the Offer satisfied the Minimum Condition (as defined in the Merger Agreement) immediately prior to the Expiration Time. All conditions to the Offer have been satisfied or waived. Merger Sub has accepted for payment all Shares that were validly tendered pursuant to the Offer and not withdrawn prior to the Expiration Time.
On December 23, 2021, following the expiration of the Offer and acceptance for payment of the Shares tendered pursuant to the Offer, OpenText completed its acquisition of the Company pursuant to the terms of the Merger Agreement. Pursuant to the terms and conditions of the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of OpenText, without a stockholder vote to adopt the Merger Agreement or effect the Merger in accordance with Section 21.459(c) of the TBOC. As a result of the Merger, each Share outstanding immediately prior to the effective time of the Merger (the “Effective Time”) was cancelled and converted into the right to receive $8.50 in cash without interest and net of applicable withholding taxes, other than Shares held by OpenText or the Company, or by any wholly-owned subsidiary of OpenText (including Merger Sub) or the Company, or held by stockholders who properly exercised appraisal rights under Subchapter H, Chapter 10 of the TBOC or Shares irrevocably accepted for purchase pursuant to the Offer.
As a result of the Merger, the Shares will be delisted and will cease trading on the Nasdaq Stock Market LLC (“Nasdaq”). OpenText and Merger Sub intend to take steps to cause the termination of the registration of the Shares under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and to suspend all of the Company’s reporting obligations under the Exchange Act as promptly as practicable.