TORONTO, July 14, 2020 /CNW/ - Optiva Inc.
("Optiva" or the "Company") (TSX: OPT) announced
today that it has received a Notice of Application filed by ESW
Capital, LLC ("ESW"), and certain of its affiliates, in the
Ontario Superior Court of Justice (the "Court") in respect
of the Company's previously announced US$90
million loan represented by 9.75% secured PIK toggle
debentures due 2025 (the "Debt Financing") to fund the
redemption (the "Redemption") of its outstanding Series A
Preferred Shares (the "Preferred Shares"), all of which are
beneficially owned or controlled by ESW.
The Notice of Application seeks, among other things, (i) a
declaration that the Debt Financing is contrary to Optiva's
restated articles of incorporation or, in the alternative, a
declaration that Optiva must obtain the affirmative vote from
holders of 51% of the Preferred Shares before proceeding with the
Debt Financing; and (ii) a declaration that, in the event the
Redemption proceeds, ESW is entitled to nominate two individuals
for election to Optiva's board of directors.
Optiva believes that the claims contained in the Notice of
Application are without merit and that the premises of ESW's claims
are baseless. The Company intends to defend the matter vigorously,
and does not expect the Notice of Application to impact the
completion of the Debt Financing or Redemption.
About Optiva Inc.:
Optiva Inc. is the leader in providing communication service
providers (CSPs) worldwide with cloud-native revenue management
software on the public cloud. Operators and MVNOs 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.
Caution Concerning Forward-Looking Statements
This
press release contains forward-looking statements and forward
looking information within the meaning of applicable securities
laws. Often, but not always, forward-looking statements can be
identified by the use of words such as "plans", "expects", or "does
not expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or describes a "goal", or variation of such words and
phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will" be taken, occur or be achieved.
The forward looking statements in this press release include, but
are not limited to, statements regarding the anticipated redemption
of the Preferred Shares and the completion of the Debt Financing.
These statements are forward-looking and are based on the Company's
expectations as at July 14, 2020. Our
actual results could materially differ from our expectations if
known or unknown risks affect our business, or if our estimates or
assumptions turn out to be inaccurate. As a result, there is no
assurance that any forward-looking statements will materialize.
Risks that could cause our results to differ materially from our
current expectations include failure to complete the Redemption and
the Debt Financing, other known and unknown risks and such other
risks as are discussed in our annual information form dated
March 9, 2020 and management's
discussion and analysis in respect of the three months ended
March 31, 2020. In addition, the Debt
Financing is subject to general market and other conditions and
there are no assurances that the Debt Financing will be completed
or that the terms of the Debt Financing will not be modified. We
disclaim any intention or obligation to update any forward-looking
statements, except as required by law, even if new information
becomes available, as a result of future events or for any other
reason.
SOURCE Optiva