TORONTO, March 10, 2021 /CNW/ - Optiva Inc.
("Optiva" or the "Company") (TSX: OPT), today
announces that ESW Capital, LLC ("ESW") has completed the
previously disclosed sale of all of its subordinate voting shares
of Optiva (the "Shares") to OceanLink Management Ltd.,
EdgePoint Investment Group Inc. ("EdgePoint"), Maple Rock
Capital Partners and Meson Capital (the "ESW Share Sale").
Concurrently with the closing of the ESW Share Sale, the previously
announced separation agreement, intellectual property agreement and
mutual multi-party release became effective and each of
Andrew Price and Neeraj Gupta, ESW's board nominees, resigned
from the board of directors of Optiva. The previously announced
amendments to the Share purchase warrants directly or indirectly
held by ESW will be effective as of March
11, 2021.
Early Warning Requirements – EdgePoint
Prior to completion of the ESW Share Sale, EdgePoint exercised
control or direction over 1,047,685 Shares, representing
approximately 19.7% of the issued and outstanding Shares. Pursuant
to the ESW Share Sale, EdgePoint acquired 526,290 Shares in
its capacity as portfolio manager for an account that it manages.
The total consideration paid by EdgePoint to ESW pursuant to the
ESW Share sale was $20,998,971 in cash. As a result of the
completion of the ESW Share Sale, EdgePoint now exercises control
or direction over 1,573,975 Shares, representing approximately
29.6% of the issued and outstanding Shares.
The acquisition of the Shares pursuant to the ESW Share Sale was
made in the ordinary course of business and for investment
purposes. EdgePoint may acquire or dispose of additional securities
of the Company or may enter into derivative or other transactions
with respect to such securities on behalf of accounts it
manages.
EdgePoint relied on the private agreement exemption set forth in
section 4.2 of National Instrument 62-104 - Take-Over Bids and
Issuer Bids ("NI 62-104"). The purchase of the Shares by
EdgePoint pursuant to the ESW Share Sale was made from one person
(i.e. ESW). The offer was not made generally to holders of Shares.
The value of the consideration paid by EdgePoint for the Shares,
including brokerage fees or commissions, was not greater than 115%
of the market price of the Shares at the date of the bid as
determined in accordance with section 1.11 of NI 62-104.
EdgePoint will prepare and file a report containing the
information required by Form 62-103F1 – Required Disclosure
under the Early Warning Requirements in connection with the
matters referred to in this press release. Once filed, a copy of
this report can be obtained by contacting Sayuri Childs, EdgePoint's Chief Compliance
Officer, at (416) 963-9353. EdgePoint's head office is located at
150 Bloor Street West, Suite 500, Toronto, Ontario M5S 2X9.
About Optiva Inc.
Optiva Inc. is a global leader in providing CSPs with
cloud-native revenue management software. CSP operators and mobile
virtual network operators 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 (TSX: OPT). For more
information, visit www.optiva.com. Optiva's head office is located
at 2233 Argentia Road, East Tower, Suite 302, Mississauga, Ontario, L5N 2X7.
SOURCE Optiva Inc.