- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
June 15 2010 - 3:34PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934
(Amendment No. 5)
OPTIMAL GROUP INC.
(Name of Subject Company (Issuer))
7293411 CANADA INC. (OFFEROR)
RICHARD YANOFSKY
PETER YANOFSKY
ERIC LAU TUNG CHING
FRANCIS CHOI
(Names of Filing Persons)
Class A Shares
(Title of Class of Securities)
68388R208
(CUSIP Number of Class of Securities)
Richard Yanofsky
770 Sherbrooke Street West, Suite 1700
Montréal, Québec, H3A 1G1
514.738.2079
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Charles R. Spector
Fraser Milner Casgrain LLP
1 Place Ville-Marie, 39th Floor
Montréal (Québec) H3B 4M7
(514) 878-8800
This statement is filed in connection with (check the appropriate box):
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o
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a.
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The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
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o
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b.
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The filing of a registration statement under the Securities Act of 1933.
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o
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c.
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A tender offer.
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x
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d.
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None of the above.
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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 per share price) and (ii) 4,782,367, the maximum number of
Class A shares of Optimal Group Inc. that may be acquired. 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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x
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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: $819
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Filing Party: 7293411 Canada Inc.
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Form or Registration No.: Schedule T0-T
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Date Filed: March 31, 2010
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RULE 13E-3 TRANSACTION STATEMENT
This Amendment No. 5 amends and supplements the Rule 13E-3 Transaction Statement (as amended, this
Transaction Statement) filed on March 31, 2010 with the Securities and Exchange Commission
(SEC) and relates to the amalgamation contemplated by the attached notice of special meeting of
shareholders to be held on July 9, 2010 and management information circular. This Amendment No. 5
is being filed on behalf of 7293411 Canada Inc., a corporation incorporated under the laws of
Canada (Offeror), Richard Yanofsky, Peter Yanofsky, Eric Lau Tung Ching and Francis Choi
(collectively, the Filing Persons).
This Schedule 13E-3 is amended and supplemented to include the following:
On June 15, 2010, Optimal Group Inc., a corporation incorporated under the laws of Canada
(Optimal), announced that it will hold a special meeting on July 9, 2010, to vote upon a special
resolution, approving the amalgamation (the Amalgamation) of Optimal with 7533403 Canada Inc., a
wholly owned subsidiary of the Offeror. The Amalgamation is the second and final step in the
acquisition of Optimal by the Offeror. If the special resolution is approved, in connection with
the Amalgamation, shareholders (other than dissenting shareholders and the Filing Persons) will
receive $2.40 for each share of Class A shares of Optimal held, which payment will be funded
directly or indirectly by the Offeror.
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Exhibit
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No.
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Description
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(a)(5)(A)
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Notice of Special Meeting of Shareholders to be held on July 9,
2010 and Management Information Circular, filed by Optimal Group
Inc. on June 15, 2010 (incorporated by reference to Optimal
Group Inc.s Schedule 13E-3 filed on June 15, 2010).
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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: June 15, 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: June 15, 2010
4
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/ Peter Yanofsky
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Peter Yanofsky
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Date: June 15, 2010
5
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/ Eric Lau Tung Ching
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Eric Lau Tung Ching
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Date: June 15, 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/ Francis Choi
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Francis Choi
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Date: June 15, 2010
7
EXHIBIT INDEX
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Exhibit No.
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Description
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(a)(5)(A)
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Notice of Special Meeting of Shareholders to be
held on July 9, 2010 and Management Information
Circular, filed by Optimal Group Inc. on June 15,
2010 (incorporated by reference to Optimal Group
Inc.s Schedule 13E-3 filed on June 15, 2010).
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8
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