TORONTO, July 14, 2020 – Optiva Inc. (“Optiva” or the “Company“) (TSX: OPT) announced today that it has received a Notice of Application filed by ESW Capital, LLC (“ESW“), and certain of its affiliates, in the Ontario Superior Court of Justice (the “Court“) in respect of the Company’s previously announced US$90 million loan represented by 9.75% secured PIK toggle debentures due 2025 (the “Debt Financing“) to fund the redemption (the “Redemption“) of its outstanding Series A Preferred Shares (the “Preferred Shares“), all of which are beneficially owned or controlled by ESW.
The Notice of Application seeks, among other things, (i) a declaration that the Debt Financing is contrary to Optiva’s restated articles of incorporation or, in the alternative, a declaration that Optiva must obtain the affirmative vote from holders of 51% of the Preferred Shares before proceeding with the Debt Financing; and (ii) a declaration that, in the event the Redemption proceeds, ESW is entitled to nominate two individuals for election to Optiva’s board of directors.
Optiva believes that the claims contained in the Notice of Application are without merit and that the premises of ESW’s claims are baseless. The Company intends to defend the matter vigorously, and does not expect the Notice of Application to impact the completion of the Debt Financing or Redemption.
About Optiva Inc.:
Optiva Inc. is the leader in providing communication service providers (CSPs) worldwide with cloud-native revenue management software on the public cloud. Operators and MVNOs 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. The forward looking statements in this press release include, but are not limited to, statements regarding the anticipated redemption of the Preferred Shares and the completion of the Debt Financing. These statements are forward-looking and are based on the Company’s expectations as at July 14, 2020. Our actual results could materially differ from our expectations if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. As a result, 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 failure to complete the Redemption and the Debt Financing, other known and unknown risks and such other risks as are discussed in our annual information form dated March 9, 2020 and management’s discussion and analysis in respect of the three months ended March 31, 2020. In addition, the Debt Financing is subject to general market and other conditions and there are no assurances that the Debt Financing will be completed or that the terms of the Debt Financing will not be modified. We disclaim 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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