TORONTO, March 10, 2021 – Optiva Inc. (“Optiva” or the “Company“) (TSX:OPT), today announces that ESW Capital, LLC (“ESW“) has completed the previously disclosed sale of all of its subordinate voting shares of Optiva (the “Shares“) to OceanLink Management Ltd., EdgePoint Investment Group Inc. (“EdgePoint“), Maple Rock Capital Partners and Meson Capital (the “ESW Share Sale“). Concurrently with the closing of the ESW Share Sale, the previously announced separation agreement, intellectual property agreement and mutual multi-party release became effective and each of Andrew Price and Neeraj Gupta, ESW’s board nominees, resigned from the board of directors of Optiva. The previously announced amendments to the Share purchase warrants directly or indirectly held by ESW will be effective as of March 11, 2021.
Early Warning Requirements – EdgePoint
Prior to completion of the ESW Share Sale, EdgePoint exercised control or direction over 1,047,685 Shares, representing approximately 19.7% of the issued and outstanding Shares. Pursuant to the ESW Share Sale, EdgePoint acquired 526,290 Shares in its capacity as portfolio manager for an account that it manages. The total consideration paid by EdgePoint to ESW pursuant to the ESW Share sale was $20,998,971 in cash. As a result of the completion of the ESW Share Sale, EdgePoint now exercises control or direction over 1,573,975 Shares, representing approximately 29.6% of the issued and outstanding Shares.
The acquisition of the Shares pursuant to the ESW Share Sale was 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 relied on the private agreement exemption set forth in section 4.2 of National Instrument 62-104 – Take-Over Bids and Issuer Bids (“NI 62-104“). The purchase of the Shares by EdgePoint pursuant to the ESW Share Sale was made from one person (i.e. ESW). The offer was not made generally to holders of Shares. The value of the consideration paid by EdgePoint for the Shares, including brokerage fees or commissions, was not greater than 115% of the market price of the Shares at the date of the bid as determined in accordance with section 1.11 of NI 62-104.
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.
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 Toronto Stock Exchange (TSX: OPT). For more information, visit www.optiva.wpengine.com. Optiva’s head office is located at 2233 Argentia Road, East Tower, Suite 302, Mississauga, Ontario, L5N 2X7.
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