- Current report filing (8-K)
June 01 2010 - 4:56PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 26, 2010
Optimal Group Inc.
(Exact Name of Registrant as Specified in its Charter)
Canada
(State or Other Jurisdiction of Incorporation)
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0-28572
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98-0160833
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(Commission File Number)
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(IRS Employer Identification No.)
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3500 de Maisonneuve Blvd. W., 2 Place Alexis-Nihon, Suite 800, Montreal, Quebec, Canada H3Z 3C1
(Address of Principal Executive Offices, Including Zip Code)
(514) 738-8885
(Registrants Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240, 14a- 12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c))
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ITEM 5.01
CHANGE IN CONTROL OF REGISTRANT
As previously disclosed, on March 16, 2010, 7293411 Canada Inc. (the Offeror) and Optimal Group
Inc. (the Company) entered into a Support Agreement (the Support Agreement). Pursuant to the
Support Agreement, the Offeror commenced a tender offer to purchase all of the Companys issued and
outstanding Class A shares (the Shares) at a price of $2.40 per Share in cash (the Offer
Price), upon the terms and subject to the conditions set forth in the Offer to Purchase dated
March 31, 2010, and the related Letter of Transmittal (together with the amendments and supplements
thereto, collectively the Offer), which were filed as exhibits to the Offerors Tender Offer
Statement / Transaction Statement on Schedule TO filed with the Securities and Exchange Commission
on March 31, 2010, as amended. The Offer expired at 5:00 p.m. (Montreal time) on May 21, 2010 (the
Expiration Time). Based upon the information provided by the depositary for the Offer, as of the
Expiration Time, an aggregate of 3,874,086 Shares were validly tendered and not withdrawn,
representing approximately 75.2% of the total outstanding Shares. All tendered Shares were
accepted for payment by the Offeror and payment for the tendered Shares was made on May 26, 2010.
In total, taking into account the Shares tendered to the Offeror and the Shares already held by the
Offeror and its joint actors, 4,279,662 Shares and warrants to purchase an additional 152,192
Shares, representing approximately 83.1% of the total outstanding Shares, are owned by the Offeror
and its joint actors. The Offeror paid approximately $9.3 million in cash consideration in the
Offer. The Offerors source of funds for the Offer was a loan from Mr. Frances Choi.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: June 1, 2010
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Optimal Group Inc.
(Registrant)
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By:
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/s/ Neil S. Wechsler
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Name:
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Neil S. Wechsler
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Title:
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Co-Chairman and Chief Executive Officer
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