OpenText Mergers and Acquisitions Presentation Deck

Made public by

sourced by PitchSend

15 of 17

Creator

opentext logo
Opentext

Category

Technology

Published

November 2021

Slides

Transcriptions

#1opentext™ OpenText to Acquire Zix Corporation (NASDAQ: ZIXI) NASDAQ: OTEX | TSX: OTEX November 8, 2021#2Cautionary Statement Certain statements in this presentation, including statements regarding OpenText's plans, objectives, expectations and intentions relating to the acquisition, the acquisition's expected contribution to Open Text's 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 revenues, cloud margins, adjusted EBITDA, cash flows, earnings, may contain words considered forward- looking statements or information under applicable securities laws. These statements are based on Open Text's current expectations, estimates, forecasts and projections about the transaction, including the expected closing, timing and benefits thereof, and the operating environment, economies and markets in which OpenText operates as well as the impact of the 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. OpenText's assumptions, although considered reasonable by OpenText at the date of this press release, 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 OpenText's 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, Open Text disclaims any intention or obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. opentext™ OpenText ©2021 All rights reserved 2#3Call Participants opentext™ Mark J. Barrenechea CEO and CTO Madhu Ranganathan EVP, CFO OpenText ©2021 All rights reserved 3#4Transaction Overview ● ● ● ● Purchase Price and Closing Conditions Approximately $860 million, inclusive of Zix's cash and debt Approximately 3.5x TTM Zix GAAP revenues(1) To be funded with OpenText's existing cash on hand Expected closing within 90 days of announcement Subject to regulatory approvals and customary closing conditions 1. Please refer to Zix's historical financial filings for additional information on their GAAP-based measures. opentext TM ● ● Projected Financial Impact Additive to organic growth, ARR and cloud revenue Accretive to A-EBITDA and FCF On Open Text operating model within 12-18 months of closing • Financial projections and target model to be provided on February 2022 earnings call OpenText ©2021 All rights reserved 4#5Zix Snapshot(¹) Zix's Mission: To be THE leading provider of cloud-based email security, compliance and productivity solutions $235.6M TTM Revenue (2) (as of June 30, 2021) Dallas, TX Headquarters 15% TTM y/y Revenue Growth 525 Employees opentext™ 89% Cloud(2) 1 of 9 Authorized Microsoft Managed Cloud Solution Providers (CSP's) in the U.S. 100% Subscription Revenue (2) 100,000+ Total End Customers (Mostly SMB's) 1. Source: Zix Investor Presentation, August 2021 and Zix Financial Filings. 2. Revenue and Margins based on Zix's reporting methodology. TTM metrics as of June 30, 2021, based on Zix's historical filings. Please refer to Zix's historical financial filings for additional information on their calculation of A-EBITDA (a Non-GAAP measure). 23% A-EBITDA Margin(²) Upon closing, Zix's resell business will be reported on a "net" basis to conform to Open Text's revenue recognition policies. The net basis recognition will result in Zix's immediate conformance to Open Text Gross Margin Model. 5,600 MSP's OpenText ©2021 All rights reserved 5#6Powerful Industry Trends "These mounting cybersecurity threats are particularly fraught for small and medium-size enterprises (SMEs), defined as those with fewer than 500 employees." McKinsey & Company(¹) SMBs represent a huge growth opportunity for Open Text ~30M SMBs (<500 employees) (2) 66% of new US jobs (3) 44% of US GDP(³) opentext ● TM SMBS are vulnerable to cyber attacks due to lack of IT skills 376.4B emails sent and received every day (4) 94% of malware sent via email, common method of attack(5) 19,369 complaints of business email compromised (6) >$1.8B lost(6) ~53% of SMBs take weeks, months or years to discover they have been compromised (7) $10B(1) Market Opportunity 61% of CIOs expect to increase Cyber security spending (8) 96% of companies who have a backup and recovery plan, survive ransomware (5) (1) Source: McKinsey & Company, "Securing Small and Medium Size Enterprises, What's Next?", March 2021. (5) Source: Zix Investor Presentation, August 20, 2021 and Zix Financial filings. (2) Source: Deloitte. (6) Source: FBI, Internet Crime Report, 2020. (3) Source: US Small Business Administration. (7) Source: Verizon 2021 Data Breach Investigations Report. (4) Source: Statista.com/statistics/456500/daily-number-of-emails-worldwide/. (8) Source: Gartner CIO Agenda 2021, survey of 1,877 CIO Execs, https://www.information-age.com/gartner-cio-agenda-2021-spending-cyber-security-most-projected-123492611/. $10B revenue opportunity to MSPs serving SMB market (1) OpenText ©2021 All rights reserved 6#7Strategic Rationale ✔ ✔ Grows Open Text share of Information Management (IM) Market Enhances SMB portfolio in email, threat protection and compliance Increases our ability to cross-sell and upsell opentext™ ✔ Meaningful expansion of our MSP distribution capabilities Strengthens relationship with Microsoft - Zix is a top 5 Microsoft Managed Cloud Solution Provider (CSP) Significant add to Talent with expertise in SMB and Cyber Security OpenText ©2021 All rights reserved 7#8Zix Track Record of Growth(1) zix 2016 to 2021 ARR $55M to $252.4M (2) opentext™ Quarterly Revenue Growth *$ in millions $45.9 $47.8 World-Class SaaS Platform and Service Encrypted Security Around the Mailbox MSP Focus and International Market Expansion Threat Intelligence for Enhanced Customer Protection Security, Resiliency and Compliance in the Cloud $50.4 $52.4 $53.3 $54.8 $60.0 $57.9 $62.8 Q2-19 Q3-19 Q4-19 Q1-20 Q2-20 Q3-20 Q4-20 Q1-21 Q2-21 18% Year-over-Year Increase Latest Period Annualized ARR Growth (2) *$ in millions $193.7 Q2-19 High-growth, cloud subscription-based, recurring revenue model $200.3 $209.7 $214.3 $215.9 $222.3 $243.6 $237.7 1. Source: Zix Investor Presentation, August 2021 and Zix Financial Filings. 2. Please refer to Zix's historical financial filings for additional information on their calculation of Annual Recurring Revenue or ARR (a Non-GAAP measure) which differs from Open Text's calculation of ARR. Q3-19 Q4-19 Q1-20 Q2-20 Q3-20 Q4-20 Q1-21 Q2-21 17% Year-over-Year Increase $252.4 OpenText ©2021 All rights reserved 8#9Zix Expands OpenText Distribution Capabilities Zix MSP Partners(1) 3,849 4,459 4,734 2017 2018 2019 opentext TM 5,003 5,644 2020 2021 Significant cross-sell and upsell opportunities Zix ~5,600 MSPs 1. Source: Zix Investor Presentation, August 2021 and Zix Financial Filings. 2. Numbers do not add due to estimated overlap in Zix and OpenText MSPs. Open Text ~17,000 MSPs ~21,600(²) Distinct MSPs OpenText ©2021 All rights reserved 9#10Zix Enhances OpenText SMB Offering (¹) Security Compliance All Zix products are delivered through the Zix Secure Cloud Platform Product Email Encryption Email Threat Protection Secure File Sharing Backup/ Recovery Information Archiving Zix ✔ ✔ opentext TM Fit with OT Net new Adds expertise on email Additive protection to OT endpoint expertise Additive Additive OpenText SMB Platform Additive Adds email expertise for securely sharing files Adds cloud-first capabilities for SharePoint, Salesforce, G Suite, Box and Dropbox Adds monitoring and a broad range of connectors to communication channels SO Zix Products Ⓡ MHS 1. Source: Zix Investor Presentation, August 2021 and Zix Financial Filings. 2. Secure File Share revenue is immaterial. Included in Email Encryption (integrated product launches in Q4). Phenomenal Support for M365 Quick, effective support Gold Standard Compliance for M365 Simple effective tools Back up for M365 Critical business resilience M365 Security Audit Insight and remediation Email Security for M365 Peace of mind security M365 CSP Experience you can trust + opentext Cloud Security & Protection BrightCloud Threat Intelligence Webroot Threat Protection Carbonite Backup and Recovery Key Benefits ← → Increases opportunity to engage customer at time of M365 purchase Adds encrypted email security offerings Broadens SMB platform Increases opportunity to upsell and cross-sell OpenText ©2021 All rights reserved 10#11Microsoft Partnership Drives Strong Growth Synergies(1) > > > ~20-year as Microsoft Managed CSP >14,000 successful M365 migrations > 90,000 joint customers 97% first call resolution on M365 support calls Long-standing member of Microsoft PAC Number of Services per Secure Cloud Customer 1.26 Q2-20 1.29 Q3-20 opentext™ 1.30 Q4-20 1.31 Q1-21 1.32 Q2-21 1. Source: Zix Investor Presentation, August 2021 and Zix Financial Filings. Reselling M365 is a strong complement to Zix's proprietary products ge 18 H 8 M365 Phenomenal Support for M365 Quick, effective support Gold Standard Compliance for M365 Simple, effective tools Back-up for M365 Critical business resilience M365 Security Audit Insight and remediation Email Security for M365 Peace of mind security M365 CSP Experience you can trust OpenText ©2021 All rights reserved 11#12Adds Talented Employees in SMB and Cyber Security opentext™ OpenText ©2021 All rights reserved 12#13Key SMB Growth Areas 28 New product innovations opentext™ (+ Cross-sell ooo Deeper relationship with Microsoft B Geographic expansion More strategic partnerships OpenText ©2021 All rights reserved 13#14Zix meets our Acquisition Criteria M&A Strategy High adjacency within Information Management Expands market presence, customer base, technology position Contributes to organic growth On operating model in 12-18 months Free Cash Flows, cash returns-based opentext™ Key Drivers OpenText ©2021 All rights reserved 14#15Additional 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, Open Text 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 and Zix intend to mail these documents to the Zix stockholders. Investors and security holders 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 Open Text, Zix, the tender offer and related matters. Those documents as well as Open Text's and Zix's other public filings with the SEC may be obtained without charge at the SEC's website at www.sec.gov. OpenText's public filings with the SEC may be obtained at Open Text's website at http://investors.opentext.com/ and Zix's public filings with the SEC may be obtained at Zix's website at http://investor.zixcorp.com/. The offer to purchase and related materials may also be obtained (when available) for free by contacting the information agent for the tender offer. opentext™ OpenText ©2021 All rights reserved 15#16opentext™ Thank you twitter.com/opentext in linkedin.com/company/opentext opentext.com

Download to PowerPoint

Download presentation as an editable powerpoint.

Related

1st Quarter 2021 Earnings Presentation image

1st Quarter 2021 Earnings Presentation

Technology

Rackspace Technology Q4 2022 Earnings Presentation image

Rackspace Technology Q4 2022 Earnings Presentation

Technology

CBAK Energy Technology Investor Presentation image

CBAK Energy Technology Investor Presentation

Technology

Jianpu Technology Inc 23Q1 Presentation image

Jianpu Technology Inc 23Q1 Presentation

Technology

High Performance Computing Capabilities image

High Performance Computing Capabilities

Technology

SOLOMON Deep Learning Case Studies image

SOLOMON Deep Learning Case Studies

Technology

1Q20 Earnings image

1Q20 Earnings

Technology

Nutanix Corporate Overview image

Nutanix Corporate Overview

Technology