UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
OPTIMAL GROUP INC.
(Name of Subject Company (Issuer))
7293411 CANADA INC. (
OFFEROR
)
RICHARD YANOFSKY
OPTIMAL GROUP INC.
(Names of Filing Persons)
Class
A Shares
(Title of Class of Securities)
68388R208
(CUSIP Number of Class of Securities)
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Richard Yanofsky
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Leon P. Garfinkle
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770 Sherbrooke Street West, Suite 1700
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Senior Vice-President, General Counsel
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Montréal, Québec, H3A 1G1
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and Secretary
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514.738.2079
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Optimal Group Inc.
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3500 de Maisonneuve Blvd. West, Suite 800,
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Montreal, Quebec, Canada, H3Z 3C1
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(514) 738-8885
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
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Charles R. Spector
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Warren M. Katz, Esq.
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Jason J. Comerford, Esq.
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Fraser Milner Casgrain LLP
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Stikeman Elliott LLP
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Osler, Hoskin & Harcourt LLP
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1 Place Ville-Marie, 39th Floor
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1155 René-Lévesque Blvd. West, 40th Floor
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620 8
th
Avenue, 36
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Floor
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Montréal (Québec) H3B 4M7
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Montréal, (Québec) H3B 3V2
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New York, New York 10036
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(514) 878-8800
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(514) 397-3000
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(212) 867-5800
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CALCULATION OF FILING FEE
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Transaction Valuation
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Amount of Filing Fee
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$11,477,681(1)
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$819(2)
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(1)
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Estimated solely for purpose of calculating the amount of the filing fee in accordance
with the Securities Exchange Act of 1934 based on the product of (i) $2.40 (i.e., the tender offer
price) and (ii) 4,782,367, the maximum number of Class A shares of Optimal Group Inc. that may be
tendered pursuant to the tender offer. Such number of Shares represents the 5,148,735 Shares
outstanding as of March 17, 2010 and 191,400 shares of Optimal Group Inc. Class A shares issuable
upon the exercise of outstanding options and warrants, less the 405,576 Class A shares and
152,192 shares issuable upon the exercise of warrants already beneficially owned by 7293411 Canada
Inc., its joint actors and its affiliates and associates.
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(2)
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The amount of the filing fee calculated in accordance with the Securities Exchange Act of
1934, as amended, equals $71.30 for each $1,000,000 of value. The filing fee was calculated in
accordance with Rule 0-11 under the Securities Exchange Act of 1934 and Fee Rate Advisory #3 for
Fiscal Year 2010, issued October 30, 2009.
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: N/A
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Filing Party: N/A
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Form or Registration No.: N/A
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Date Filed: N/A
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Check the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement
relates:
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þ
third-party tender offer subject to Rule 14d-1.
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o
issuer tender offer subject to Rule 13e-4.
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þ
going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender
offer:
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TABLE OF CONTENTS
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Item 1. Summary Term Sheet
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Item 2. Subject Company Information
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Item 3. Identity and Background of Filing Person
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Item 4. Terms of the Transaction
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Item 5. Past Contracts, Transactions, Negotiations and Agreements
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Item 6. Purposes of Transaction and Plans or Proposals
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Item 7. Source and Amount of Funds or Other Consideration
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Item 8. Interest in Securities of the Subject Company
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Item 9. Persons/Assets, Retained, Employed, Compensated or Used
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Item 10. Financial Statements
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Item 11. Additional Information
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Item 12. Exhibits
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Item 13. Information Required by Schedule 13E-3
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Item 2. Subject Company Information
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Item 4. Terms of the Transaction
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Item 5. Past Contracts, Transactions, Negotiations and Agreements
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Item 6. Purposes of the Transaction and Plans or Proposals
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Item 7. Purposes, Alternatives, Reasons and Effects
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Item 8. Fairness of the Transaction
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Item 9. Reports, Opinions, Appraisals and Negotiations
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Item 10. Source and Amount of Funds or Other Consideration
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Item 12. The Solicitation or Recommendation
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Item 13. Financial Statements
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Item 14. Persons/Assets, Retained, Employed, Compensated or Used
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Item 16. Exhibits
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SIGNATURES
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EXHIBIT INDEX
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EX-99.(A)(1)(A)
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EX-99.(A)(1)(B)
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EX-99.(A)(1)(C)
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EX-99.(A)(1)(D)
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EX-99.(A)(1)(E)
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EX-99.(A)(2)(A)
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EX-99.(B)(2)
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EX-99.(C)(1)
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EX-99.(C)(2)
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EX-99.(E)(4)
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EX-99.(F)(1)
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TENDER OFFER STATEMENT AND RULE 13E-3 TRANSACTION STATEMENT FILED
UNDER COVER OF SCHEDULE TO
This Tender Offer Statement and Rule 13E-3 Transaction Statement (this Schedule TO) relates to
the offer by 7293411 Canada Inc., a corporation incorporated under the laws of Canada (Offeror),
to purchase up to all the outstanding Class A shares (the Shares) of Optimal Group Inc., a
corporation incorporated under the laws of Canada (Optimal), not currently owned by Offeror and
its joint actors, including Shares that may become outstanding on the conversion, exchange or
exercise of options or warrants, at a price of $2.40 per Share, on the terms and subject to the
conditions specified in the Offer to Purchase dated March 31, 2010 (the Offer to Purchase) and
the related Letter of Transmittal dated March 31, 2010 (the Letter of Transmittal), copies of
which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B) (which, together with any amendments
or supplements from time to time thereto, constitute the Offer).
Offeror and its joint actors take no responsibility for the accuracy or completeness of any
information contained in the Solicitation/Recommendation Statement on Schedule 14D-9, including the
Directors Circular, which is attached hereto as Exhibit (a)(2)(A), as amended and supplemented
(the Schedule 14D-9), filed by Optimal with the U.S. Securities and Exchange Commission on March
31, 2010, on Optimals Schedule 14D-9 or incorporated by reference into the Schedule 14D-9 (except
to the extent incorporated by reference into the Offer to Purchase), or for any failure by Optimal
to disclose events or circumstances that may have occurred and may affect the significance,
completeness, or accuracy of such information.
Optimal takes no responsibility for the accuracy or completeness of any information contained in
the Offer to Purchase or Letter of Transmittal (except to the extent incorporated by reference into
the Schedule 14D-9) or incorporated by reference from such documents into this Schedule TO or for
any failure by Offeror to disclose events or circumstances that may have occurred and may affect
the significance, completeness, or accuracy of such information.
The information in the Offer to Purchase is incorporated herein by reference.
The information in the Schedule 14D-9 is incorporated herein by reference.
Item 1. Summary Term Sheet.
The information set forth in the section of the Offer to Purchase entitled Summary is
incorporated herein by reference.
Item 2. Subject Company Information.
(a) Optimal is the subject company. The information set forth in the section of the Offer to
Purchase entitled Circular Section 2 Optimal is incorporated herein by reference.
(b) and (c) The information set forth in the section of the Offer to Purchase entitled Circular
Section 12 Information Concerning the Shares is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a) through (c) Offeror and Richard Yanofsky are filing persons. The information set forth in the
section of the Offer to Purchase entitled Circular Section 1 The Offeror is incorporated
herein by reference.
Optimal Group Inc., the subject company, is a filing person. The information set forth in Annex A
and in the section of the Offer to Purchase entitled Circular Section 2 Optimal is
incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) The information set forth in the Offer to Purchase is incorporated herein by reference.
Item 5. Past Contracts, Transactions, Negotiations and Agreements.
(a) and (b) The information set forth in the sections of the Offer to Purchase entitled Circular
Section 3 Background to the Offer and Circular Section 4 Agreements Relating to the
Offer is incorporated herein by reference.
Item 6. Purposes of Transaction and Plans or Proposals.
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(a) and (c)(1) through (7) The information set forth in the sections of the Offer to Purchase
entitled Circular Section 6 Purpose of the Offer and the Offerors Plans for Optimal and
Circular Section 18 Acquisition of Shares Not Tendered in the Offer is incorporated herein
by reference.
Item 7. Source and Amount of Funds or Other Consideration.
(a), (b) and (d) The information set forth in the section of the Offer to Purchase entitled
Circular Section 11 Source of Funds is incorporated herein by reference.
Item 8. Interest in Securities of the Subject Company.
(a) The information set forth in the section of the Offer to Purchase entitled Circular Section
1 The Offeror is incorporated herein by reference.
The information set forth in the section of the Directors Circular entitled Ownership of
Securities of Optimal is incorporated herein by reference.
(b) Not applicable.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
(a) The information set forth in the section of the Offer to Purchase entitled Circular Section
24 Expenses of the Offer is incorporated herein by reference.
Item 10. Financial Statements.
(a) Not material.
(b) Not material.
Item 11. Additional Information.
(a) The information set forth in the sections of the Offer to Purchase entitled Circular
Section 15 Regulatory Matters, Circular Section 18 Acquisition of Shares Not Tendered in
the Offer, Circular Section 19 Effect of the Offer on the Market for the Listing of Shares
and Status as a Reporting Issuer, Circular Section 22 Statutory Rights, and Circular
Section 25 Legal Matters is incorporated herein by reference.
The Shares are currently not margin securities under the regulations of the Board of Governors of
the Federal Reserve System, which regulations have the effect, among other things, of allowing
brokers to extend credit on the collateral of the Shares for the purpose of buying, carrying or
trading in securities (Purpose Loans). The factors considered in making such a determination
include the number of record holders of Shares and the number and market value of publicly held
Shares. Following the purchase of Shares pursuant to the Offer, the Shares will continue to not
constitute margin securities for purposes of the Federal Reserve Board of Governors margin
regulations, and, therefore, may not be used as collateral for Purpose Loans made by brokers.
(b) The information set forth in the Offer to Purchase is incorporated herein by reference.
Item 12. Exhibits.
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Exhibit No.
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Description
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(a)(1)(A)
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Offer to Purchase, dated March 31, 2010.
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(a)(1)(B)
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Letter of Transmittal, dated March 31, 2010.
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(a)(1)(C)
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Notice of Guaranteed Delivery.
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Exhibit No.
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Description
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(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(E)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(2)(A)
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Directors Circular, dated March 31, 2010.
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(a)(2)(B)
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Press Release issued by Optimal, dated March 17, 2010 (incorporated by reference to Exhibit 99.1 of
the Offerors Schedule TO-C filed on March 17, 2010).
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(b)(1)
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Loan Agreement, dated February 24, 2010, by and among Francis Choi and the Offeror (incorporated by
reference to Exhibit 1 of the Offerors Schedule 13D filed on March 23, 2010).
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(b)(2)
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Deed of Guarantee and Indemnity, dated February 24, 2010, by Peter Yanofsky, Richard Yanofsky and Eric
Lau Tung Ching in favour of Francis Choi.
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(e)(1)
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Support Agreement, dated March 17, 2010, between Optimal and the Offeror (incorporated by reference
to Exhibit 2 of the Offerors Schedule 13D filed on March 23, 2010).
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(e)(2)
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Disclosure Letter for Support Agreement, dated March 16, 2010 (incorporated by reference to Exhibit 4 of
the Offerors Schedule 13D filed on March 23, 2010).
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(e)(3)
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Settlement Agreement, dated March 17, 2010, among Holden L Ostrin, Neil Wechsler, Gary Wechsler and the
Offeror (incorporated by reference to Exhibit 3 of the Offerors Schedule 13D filed on March 23, 2010).
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(e)(4)
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Joint Bid Agreement, dated March 31, 2010, among Peter Yanofsky, Richard Yanofsky, Eric Lau Tung Ching,
Francis Choi and the Offeror.
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(g)
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None.
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(h)
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None.
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Item 13. Information Required by Schedule 13E-3.
The following sets forth information required by Schedule 13E-3 that has not already been set forth
in Items 1 through 12 above. The information set forth in the Offer to Purchase and Schedule 14D-9
is incorporated herein by reference to the items required by Schedule 13E-3.
Item 2. Subject Company Information.
(d) The information set forth in the section of the Offer to Purchase entitled Circular Section
13 Dividends and Dividend Policy is incorporated herein by reference.
(e) Not applicable.
(f) Not applicable.
Item 4. Terms of the Transaction.
(c) Not applicable.
(d) The information set forth in the section of the Offer to Purchase entitled Circular Section
18 Acquisition of Shares Not Tendered in the Offer is incorporated herein by reference.
(e) The information set forth in the section of the Offer to Purchase entitled Circular Section
9 Arrangements, Agreements or Understandings is incorporated herein by reference.
(f) Not applicable.
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Item 5. Past Contracts, Transactions, Negotiations and Agreements.
(c) The information set forth in the sections of the Offer to Purchase entitled Circular
Section 3 Background to the Offer and Circular Section 4 Agreements Relating to the
Offer is incorporated herein by reference.
The information set forth in the sections of the Directors Circular entitled Background to the
Offer is incorporated herein by reference.
(e) The information set forth in the section of the Offer to Purchase entitled Circular Section
4 Agreements Relating to the Offer is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(b) The information set forth in the section of the Offer to Purchase entitled Circular Section
6 Purpose of the Offer and the Offerors Plans for Optimal is incorporated herein by reference.
(c)(8) The information set forth in the sections of the Offer to Purchase entitled Circular
Section 12 Information Concerning the Shares and Circular Section 19 Effect of the Offer
on the Market for the Listing of Shares and Status as a Reporting Issuer is incorporated herein by
reference.
Item 7. Purposes, Alternatives, Reasons and Effects.
(a) through (c) The information set forth in the sections of the Offer to Purchase entitled
Circular Section 3 Background to the Offer and Circular Section 5 Reasons to Accept
the Offer is incorporated herein by reference.
The information set forth in the sections of the Directors Circular entitled Background to the
Offer Recommendation of the Special Committee and
Recommendation of the Board of Directors is incorporated herein by reference.
(d) The information set forth in the sections of the Offer to Purchase entitled Circular
Section 5 Reasons to Accept the Offer, Circular Section 19 Effect of the Offer on the
Market for the Listing of Shares and Status as a Reporting Issuer, Circular Section 20
Certain Canadian Federal Income Tax Considerations and Circular Section 21 Certain U.S.
Federal Income Tax Considerations is incorporated herein by reference.
Item 8. Fairness of the Transaction.
(a) and (b) The information set forth in the section of the Offer to Purchase entitled Circular
Section 5 Reasons to Accept the Offer is incorporated herein by reference.
The
information set forth in the sections of the Directors Circular
entitled Recommendation of the Special Committee and
Recommendation of the Board of Directors is incorporated herein by reference.
(c) The Offer is not conditioned on receiving the approval of a majority of unaffiliated
shareholders of Optimal. The information set forth in the section of the Offer to Purchase entitled
The Offer Section 4 Conditions of the Offer is incorporated herein by reference.
(d) Offeror has not retained an unaffiliated representative for the purpose of representing
unaffiliated security holders in negotiating the terms of the Offer or preparing a report
concerning the fairness of the Offer. The information set forth in the section of the Offer to
Purchase entitled, Circular Section 3 Background to the Offer is incorporated herein by
reference.
The information set forth in the section of the Directors Circular entitled Background to the
Offer is incorporated herein by reference.
(e) The Offer has been approved by a majority of the directors of Optimal who are not employees of
Optimal. The information set forth in the section of the Offer to Purchase entitled, Circular
Section 3 Background to the Offer is incorporated herein by reference.
The information set forth in the sections of the Directors Circular entitled Background to the
Offer,
Recommendation of the Special Committee and
Recommendation of the Board of Directors
is incorporated herein by reference.
(f) The information set forth in the sections of the Offer to Purchase entitled Circular
Section 3 Background to the Offer and Circular Section 5 Reasons to Accept the Offer is
incorporated herein by reference.
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The information set forth in the sections of the Directors Circular entitled Background to the
Offer, Recommendation of the Special Committee and Recommendation of the Board of Directors is incorporated herein by reference.
Item 9. Reports, Opinions, Appraisals and Negotiations.
(a) and (b) Offeror has not received any report, opinion or appraisal from an outside party that is
materially related to the Offer. The information set forth in the sections of the Offer to Purchase
entitled Circular Section 3 Background to the Offer, Circular Section 5 Reasons to
Accept the Offer, Circular Section 16 Valuation and Circular Section 17 Fairness
Opinion is incorporated herein by reference.
The information set forth in the sections of the Directors Circular entitled Background to the
Offer, Recommendation of the Special Committee,
Recommendation of the Board of Directors, Summary of Valuation and Fairness Opinion, and Schedule
A Fairness Opinion is incorporated herein by reference.
(c) The information set forth in the sections of the Offer to Purchase entitled Circular
Section 16 Valuation and Circular Section 17 Fairness Opinion is incorporated herein by
reference.
Item 10. Source and Amount of Funds or Other Consideration.
(c) The information set forth in Annex B and in the section of the Offer to Purchase entitled
Circular Section 24 Expenses of the Offer is incorporated herein by reference.
Item 12. The Solicitation or Recommendation.
(d) and (e) The information set forth in the sections of the Directors Circular entitled
Recommendations of the Special Committee,
Recommendation of the Board of Directors and Intentions with Respect
to the Offer is incorporated herein by reference.
Item 13. Financial Statements.
(a)(1) The audited consolidated financial statements of Optimal as of and for the fiscal years
ended December 31, 2008 and December 31, 2009 are incorporated herein by reference to Optimals
Annual Report on Form 10-K for the year ended December 31, 2009.
(a)(2) The consolidated financial statements of Optimal as of and for the quarter ended December
31, 2009 are incorporated herein by reference to Optimals Annual Report on Form 10-K for the year
ended December 31, 2009.
(3) The information set forth in Annex C is incorporated herein by reference.
(4) The information set forth in Annex C is incorporated herein by reference.
(b) Not material.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
(b) The information set forth in the section of the Offer to Purchase entitled Circular Section
24 Expenses of the Offer is incorporated herein by reference.
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Item 16. Exhibits.
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Exhibit No.
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Description
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(c)(1)
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Opinion of Genuity Capital Markets to the Special Committee of the
Board of Directors of Optimal dated March 16, 2010.
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(c)(2)
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Valuation Report of PricewaterhouseCoopers LLP, dated March 12, 2010.
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(f)(1)
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Sections 206 to 206.1 of the Canada Business Corporations Act.
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7
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
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7293411 CANADA INC.
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/s/ Richard Yanofsky
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By:
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Richard Yanofsky
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Title:
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President
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Date: March 31, 2010
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After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
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/s/ Richard Yanofsky
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Richard Yanofsky
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Date: March 31, 2010
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After due inquiry and to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
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OPTIMAL GROUP INC.
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/s/ Neil Wechsler
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By:
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Neil Wechsler
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Title:
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Co-Chairman and Chief Executive Officer
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Date: March 31, 2010
10
EXHIBIT INDEX
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Exhibit No.
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Description
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(a)(1)(A)
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Offer to Purchase, dated March 31, 2010.
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(a)(1)(B)
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Letter of Transmittal, dated March 31, 2010.
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(a)(1)(C)
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Notice of Guaranteed Delivery.
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(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(E)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(2)(A)
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Directors Circular, dated March 31, 2010.
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(a)(2)(B)
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Press Release issued by Optimal dated March 17, 2010 (incorporated by reference to Exhibit 99.1 of
the Offerors Schedule TO-C filed on March 17, 2010).
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(b)(1)
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Loan Agreement, dated February 24, 2010, by and among Francis Choi and the Offeror (incorporated by
reference to Exhibit 1 of the Offerors Schedule 13D filed on March 23, 2010).
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(b)(2)
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Deed of Guarantee and Indemnity, dated February 24, 2010, by Peter Yanofsky, Richard Yanofsky and Eric
Lau Tung Ching in favour of Francis Choi.
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(c)(1)
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Opinion of Genuity Capital Markets to the Special Committee of the Board of Directors of Optimal
dated March 16, 2010.
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(c)(2)
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Valuation Report of PricewaterhouseCoopers LLP, dated March 12, 2010.
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(e)(1)
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Support Agreement, dated March 17, 2010, between Optimal and the Offeror (incorporated by reference
to Exhibit 2 of the Offerors Schedule 13D filed on March 23, 2010).
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(e)(2)
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Disclosure Letter for Support Agreement, dated March 16, 2010 (incorporated by reference to Exhibit 4 of
the Offerors Schedule 13D filed on March 23, 2010).
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(e)(3)
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Settlement Agreement, dated March 17, 2010, among Holden L Ostrin, Neil Wechsler, Gary Wechsler and the
Offeror (incorporated by reference to Exhibit 3 of the Offerors Schedule 13D filed on March 23, 2010).
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(e)(4)
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Joint Bid Agreement, dated March 31, 2010, among Peter Yanofsky, Richard Yanofsky, Eric Lau Tung Ching,
Francis Choi and the Offeror.
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(f)(1)
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Sections 206 to 206.1 of the Canada Business Corporations Act.
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(g)
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None.
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(h)
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None.
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11
ANNEX A
Directors and Executive Officers of Optimal
Set forth in the table below are the names, the present principal occupations or employment
and the name, principal business and address of any corporation or other organization in which such
occupation or employment is conducted, and the five-year employment history of each of the
directors and executive officers of Optimal. None of these persons has been convicted in a criminal
proceeding during the past five years (excluding traffic violations or similar misdemeanors), nor
has any of these persons been a party to any judicial or administrative proceeding during the past
five years (except for matters that were dismissed without sanction or settlement) that resulted in
a judgment, decree or final order enjoining the person from future violations of, or prohibiting
activities subject to, federal or state securities laws or a finding of any violation of federal or
state securities laws. Each executive officer of Optimal has been employed in such position or in
other executive or management positions with Optimal for at least five years. Unless otherwise
noted, each person identified below is a Canadian citizen. Unless otherwise indicated, the business
address and telephone number of each person identified below as a director or executive officer of
Optimal is Optimal Group Inc., 3500 de Maisonneuve Blvd. West, Suite 800, Montréal, Québec, H3Z
3C1, telephone number is (514) 738- 8885.
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|
|
|
|
|
Material Positions
|
Name
|
|
Principle Occupation
|
|
Held During the Last Five Years
|
Neil S. Wechsler,* 43
|
|
Co-Chairman and Chief Executive
Officer Optimal
|
|
Mr. Wechsler has been an executive officer of Optimal since June 1995 and held other positions within Optimal since 1994.
|
|
|
|
|
|
Holden L. Ostrin,* 50
|
|
Co-Chairman Optimal
|
|
Mr. Ostrin has been an executive officer of Optimal since June 1996.
|
|
|
|
|
|
Henry M. Karp,* 55
|
|
Director
|
|
Mr. Karp was the President and Chief Operating Officer of Optimal from June 1999 through December 2005.
|
|
|
|
|
|
James S. Gertler,* 43
United States citizen
|
|
Managing member of Independent
Outdoor Advertising, LLC
|
|
Mr. Gertler is a managing member of Independent Outdoor Advertising, LLC, an outdoor media company in the United States
and is a principal of the general partner of Signal International, an offshore rig repair, maintenance, upgrade and
conversion company in the Gulf of Mexico.
|
|
|
|
|
|
Thomas D. Murphy,* 56
United States citizen
|
|
President Peak Tech Consulting
|
|
Mr. Murphy is the President of Peak Tech Consulting, a firm that specializes in information technology management and
related benefit realization.
|
|
|
|
|
|
Jonathan J. Ginns,* 45
United States citizen
|
|
Managing Partner ACON Investments
|
|
Mr. Ginns has been Managing Partner of ACON Investments, a Washington, D.C.-based private equity investment firm since
1996. Since 2004, he has served as a director of Mariner Energy, Inc.
|
|
|
|
|
|
Tommy Boman,* 71
United States citizen
|
|
Former Vice-Chairman of IMS
International and President and
Chief Executive Officer of IMS
America
|
|
Mr. Boman served as a director of Terra Payments Inc. from March 2003 until April 2004. Prior to 1998, Mr. Boman was
Vice-Chairman of IMS International and President and Chief Executive Officer of IMS America, a market research company
for the pharmaceutical and healthcare industries.
|
|
|
|
|
|
Gary S. Wechsler,
C.A., 52
|
|
Treasurer and Chief Financial
Officer Optimal
|
|
Mr. Wechsler, has been Treasurer and Chief Financial Officer of Optimal since May 1994.
|
|
|
|
|
|
O. Bradley McKenna,
C.A., 60
|
|
Vice-President, Administration
and Human Resources Optimal
Group Inc.
|
|
Mr. McKenna, has been the Vice-President, Administration and Human Resources of Optimal since June 1999 and held other
positions within Optimal since 1994.
|
|
|
|
*
|
|
denotes Director of Optimal.
|
12
ANNEX B
The following is an estimate of the fees and expenses to be incurred by Optimal:
|
|
|
|
|
Financial Advisory Fees and Expenses
|
|
$
|
450,000
|
|
Legal Fees and Expenses
|
|
|
550,000
|
|
Printing, Filing and Mailing Costs
|
|
|
15,000
|
|
Miscellaneous
|
|
|
75,000
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,090,000
|
|
|
|
|
|
13
ANNEX C
Certain Financial Information of Optimal
Ratio of earnings to fixed charges
2008: -167.52
2009: -137.91
Book Value Per Share
$4.22
14
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