7293411 Canada Inc. Completes Subsequent Acquisition Transaction Regarding Optimal Group Inc
July 09 2010 - 12:01PM
Marketwired
7293411 Canada Inc. (the "Offeror") and Optimal Group Inc. (NASDAQ:
OPMR)("Optimal") announced that, at a special meeting held today,
the shareholders of Optimal have approved, by a special resolution,
the amalgamation of Optimal with 7533403 Canada Inc. ("Subco"), a
wholly-owned subsidiary of the Offeror (the "Amalgamation") and
that the Amalgamation has now been completed. The Amalgamation
constitutes the subsequent acquisition transaction to the offer by
the Offeror dated March 31, 2010 as amended and restated on May 6,
2010 to purchase for US$2.40 per share, in cash, all of the issued
and outstanding Class "A" shares of Optimal (the "Shares") not
already held by the Offeror and its joint actors, including Shares
that may become outstanding on the conversion, exchange or exercise
of options or warrants.
The Amalgamation was approved by 99.6% of the votes cast by
shareholders at the meeting, including 99.6% of the votes cast for
purposes of the majority of the minority approval requirements of
applicable securities laws.
The Amalgamation results in the company resulting from the
Amalgamation, which will be named WowWee Holdings Inc. ("Amalco"),
becoming a wholly-owned subsidiary of the Offeror. As a result of
the Amalgamation, and in accordance with the amalgamation agreement
dated July 9, 2010 between Optimal and Subco, each of the Shares
previously held by Optimal shareholders (other than dissenting
shareholders, the Offeror and its joint actors) were converted into
one Amalco redeemable preferred share.
Each Amalco redeemable preferred share held by former Optimal
shareholders will be redeemed in exchange for US$2.40 in cash (the
"Redemption Price").
Full particulars of the Amalgamation were described in the
management information circular dated June 10, 2010 mailed to
shareholders of Optimal. In addition, the meeting materials are
available on the SEDAR website at www.sedar.com and the SEC's
website at www.sec.gov and contain instructions for such
shareholders to receive the Redemption Price payable to them in
connection with the Amalgamation.
The Shares are expected to be de-listed from the NASDAQ and
Optimal will also make application to cease to be a reporting
issuer in Canada and a registrant in the United States.
Contacts: Optimal Group Inc. Leon P. Garfinkle Senior Vice
President, General Counsel and Secretary 514-738-8885
leon@optimalgrp.com 7293411 Canada Inc. Richard Yanofsky President
514-738-2079 richard@wowwee.com
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