TORONTO, March 31, 2021 – Optiva Inc. (“Optiva” or the “Company“) (TSX: OPT) is pleased to announce a private placement of subordinate voting shares (“Shares“) of the Company (the “Offering“). A total of 834,500 Shares will be issued by the Company at a price of CDN$30.00 per Share for aggregate gross proceeds of approximately CDN$25,035,000.
All Shares to be issued under the Offering are subject to a hold period of four months and one day from the date of issuance of the Shares. The Offering and listing of the Shares has been conditionally approved by the Toronto Stock Exchange (the “TSX“).
“I am pleased that we have successfully secured this equity raise with both new and existing institutional investors. This financing expresses the Company’s commitment to invest in new product innovation and further enables us to build our market-leading cloud position and related product roadmap. This fresh investment will generate long-term benefits to our Company and our customers,” said John Giere, President and CEO of Optiva.
The TSX has exercised its discretion under Section 603 of the TSX Company Manual to require shareholder approval as the Offering will represent the first treasury issuance to EdgePoint Investment Group Inc. (“EdgePoint“) following the secondary market transaction announced by the Company on March 10, 2021, which resulted in EdgePoint becoming a holder of more than 20% of the outstanding Shares. The shareholder approval has been obtained by written consent.
The Company will close the Offering on or about April 8, 2021, being the fifth business day following the date of this press release. CIBC Capital Markets acted as the exclusive financial advisor to Optiva for the Offering.
EdgePoint – Early Warning Requirements
EdgePoint currently exercises control over 1,573,975 Shares, representing approximately 29.6% of the Company’s issued and outstanding Shares. Immediately following completion of the Offering, EdgePoint will exercise control over 1,814,225 Shares, representing approximately 29.5% of the issued and outstanding Shares (after giving effect to the Offering). The acquisition of 240,250 Shares by EdgePoint pursuant to the Offering is being made in the ordinary course of business and for investment purposes. EdgePoint may acquire or dispose of additional securities of the Company or may enter into derivative or other transactions with respect to such securities on behalf of accounts it manages.
EdgePoint will prepare and file a report containing the information required by Form 62-103F1 – Required Disclosure under the Early Warning Requirements in connection with the matters referred to in this press release. Once filed, a copy of this report can be obtained by contacting Sayuri Childs, EdgePoint’s Chief Compliance Officer, at (416) 963-9353. EdgePoint’s head office is located at 150 Bloor Street West, Suite 500, Toronto, Ontario, M5S 2X9.
OceanLink – Early Warning Requirements
OceanLink Management Ltd. (“OceanLink“) currently has ownership of, or exercises control or direction over, 781,250 Shares, representing approximately 14.7% of the Company’s issued and outstanding Shares. Immediately following completion of the Offering, OceanLink will own, or exercise control or direction over, 1,018,000 Shares, representing approximately 16.6% of the issued and outstanding Shares (after giving effect to the Offering). The acquisition of 236,750 Shares by OceanLink pursuant to the Offering is being made in the ordinary course of business and for investment purposes. OceanLink may acquire or dispose of additional securities of the Company or may enter into derivative or other transactions with respect to such securities on behalf of accounts it manages.
OceanLink will prepare and file a report containing the information required by Form 62-103F1 – Required Disclosure under the Early Warning Requirements in connection with the matters referred to in this press release. Once filed, a copy of this report can be obtained by contacting Lan Zhang, Chief Financial Officer, at (437) 249-0202. OceanLink’s address is 2 Bloor Street West, Suite 1702, Toronto, Ontario, M4W 3E2.
About Optiva Inc.
Optiva Inc. is a global leader in providing CSPs with cloud-native revenue management software. 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 TSX (TSX: OPT). For more information, visit www.optiva.com. Optiva’s head office is located at 2233 Argentia Road, East Tower, Suite 302, Mississauga, Ontario, L5N 2X7.
Caution Concerning Forward-Looking Statements
This press release contains forward-looking statements and forward looking information within the meaning of applicable securities laws including, without limitation, statements regarding the expected use of proceeds from the Offering and the expected timing for closing the Offering. 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 include: the ability of the Company to satisfy the closing conditions to the Offering in the expected time or at all, some of which are beyond the control of the Company; the ability of the Company to obtain final TSX approval; the Company’s expected capital requirements being different from current expectations; and other risks regarding the Company’s business discussed in the Company’s most recent annual information form, which is available on SEDAR at www.sedar.com and on Optiva’s website at www.optiva.com/investors/. 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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