TORONTO, September 15, 2020 – Optiva Inc. (“Optiva” or the “Company”) (TSX: OPT) acknowledges the Ontario Securities Commission’s (the “Commission”) decision not to exercise its discretion to grant ESW Capital, LLC (“ESW”) relief from the mandatory minimum tender requirement under applicable Canadian securities laws. The mandatory minimum tender requirement prohibits an offeror from acquiring shares under a take-over bid unless a majority of shares owned other than by the offeror (and its affiliates and joint actors) are tendered to such offer.
As announced by the Company on July 27, 2020, ESW had disclosed its intention to make an unsolicited offer to acquire any and all subordinate voting shares of Optiva not owned by ESW or its affiliates. ESW said that it would only make the offer if, among other things, ESW received exemptive relief from the Commission.
ESW’s application for exemptive relief was unprecedented. If granted, it would have allowed ESW to acquire control of the Company without the support of a majority of the Company’s shareholders (other than ESW), and despite the fact that the Company’s second and third largest shareholders, holding collectively approximately 40% of the Company’s outstanding subordinate voting shares, had publicly indicated that they did not intend to tender their shares to ESW’s offer.
A hearing of the Commission to consider ESW’s application was held on September 10 and 11, 2020. The Commission issued an order following close of markets on September 14, 2020, dismissing ESW’s application, with written reasons to follow.
About Optiva Inc.
Optiva Inc. is a global leader in providing CSPs with cloud-native revenue management software on the public cloud. CSP operators and mobile virtual network operators can integrate our best-of-breed charging engine into a BSS stack or deploy our fully managed, end-to-end, SaaS-based suite. Optiva solutions offer unmatched speed, scale, security and savings. Our market knowledge, analytical insights and unique Customer Success Program ensure telecoms are equipped to achieve their strategic business goals. Established in 1999, Optiva Inc. is on the Toronto Stock Exchange (TSX: OPT). For more information, visit www.optiva.com.
Caution Concerning Forward-Looking Statements
This press release contains forward-looking statements and forward looking information within the meaning of applicable securities laws. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or describes a “goal”, or variation of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. There is no assurance that any forward-looking statements will materialize. Risks that could cause our results to differ materially from our current expectations are discussed in the Company’s annual information form dated March 9, 2020 and management’s discussion and analysis in respect of the three months ended March 31, 2020. The Company disclaims any intention or obligation to update any forward-looking statements, except as required by law, even if new information becomes available, as a result of future events or for any other reason.
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