TORONTO, November 24, 2020 – Optiva Inc. (“Optiva” or the “Company”) (TSX:OPT) announced today that it has received a Notice of Application filed by ESW Capital, LLC, and certain of its affiliates (“ESW“) in the Ontario Superior Court of Justice (the “Court“) in respect of the Company’s previously announced private placement of 750,000 subordinate voting shares (“Shares“) of the Company at a purchase price of CDN$40.00 per Share for gross proceeds to Optiva of CDN$30 million (the “Investment“).
The Notice of Application seeks, among other things, (i) a declaration that Optiva has breached the subscription agreement dated December 18, 2016 between Optiva and ESW, and unfairly disregarded the interests of ESW, including by failing to allow ESW to participate in the Investment; (ii) a declaration that ESW has the right to subscribe for and purchase such number of Shares to allow ESW to maintain its current percentage ownership of Shares; and (iii) a declaration that ESW has the right to nominate one director to Optiva’s Board of Directors, so long as ESW’s shareholdings remain over 9% of the Shares.
As previously announced, the closing of the Investment is subject to the satisfaction of customary closing conditions, including the receipt of Toronto Stock Exchange approval. Until December 15, 2020, the closing of the Investment is also conditional upon the pending Court decision in the previously announced legal proceedings that were brought by ESW challenging the Company’s July 2020 preferred share redemption and debenture financing not reversing those transactions.
Some of the issues raised in the application were previously raised by ESW in its application challenging the Company’s July 2020 preferred share redemption and debenture financing. The Company disagrees with the positions advanced by ESW and intends to defend the matter vigorously.
About Optiva Inc.
Optiva Inc. is a global leader in providing communication service providers (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.wpengine.com.
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 conditions to closing of the Investment and the Company’s intention to defend the Notice of Application vigorously. 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. These statements are forward looking and are based on the Company’s expectations as of the date of this press release. 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 risk that the Court may decide the matters at issue in the Notice of Application in ESW’s favour; the ability of the parties to satisfy the closing conditions to the Investment in the expected time or at all, some of which are beyond the control of the parties; the ability of the Company to satisfy the conditional approval requirements of the Toronto Stock Exchange; the risk that the Court will decide in favour of ESW and unwind the Company’s previously completed debenture offering and related redemption of the Company’s preferred shares; 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.wpengine.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.
For additional information, please contact: