TORONTO , June 26, 2020 – Optiva Inc. (“Optiva” or the “Company”) (OPT.TO) announced today that the three independent directors on its board of directors have over the past several weeks been negotiating a proposed financing transaction that would fund the redemption of all of the Company’s outstanding preferred shares. In the course of those negotiations, the holder of the preferred shares of the Company, ESW Capital, LLC (“ESW”), sought to remove two of its nominees from the Company’s board of directors and replace them with other nominees. The independent directors rejected two such nominees because of the nominee’s relationship with ESW’s affiliate, ZephyrTel, on the basis that Optiva and ZephyrTel are potential competitors.
Optiva received a letter today from ESW requesting that the Company immediately engage in a renegotiation of all related party agreements between the Company and ESW’s affiliates (DevFactory, Crossover and ZephyrTel) to address Optiva’s claim that ZephyrTel and Optiva are potential competitors. ESW asserts that it must either dramatically reduce its involvement with Optiva or entirely acquire Optiva. The letter also contains a preliminary, non-binding indication of a willingness to explore a possible acquisition of all of Optiva’s subordinate voting shares.
EdgePoint Investment Group Inc. and Maple Rock Capital Partners, which hold 18.1% and 22.1% of the Company’s subordinate voting shares, respectively, have advised the Company’s independent directors that they have no interest or intention of selling their shares or voting in favour of any transaction on the non-binding, preliminary indicative terms suggested by ESW, or in pursuing any discussions with ESW regarding such a possible transaction.
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 (OPT.TO). For more information, visit www.optiva.wpengine.com.
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