TORONTO, Aug. 10, 2020 /CNW/ - Optiva Inc.
("Optiva" or the "Company"), acting on the unanimous
recommendation of its independent Special Committee, today
re-iterated its recommendation that all shareholders vote in favour
of the Company's shareholder rights plan (the "Rights Plan")
at the upcoming annual and special meeting of the Company's
shareholders to be held on August 18,
2020 (the "Meeting").
The Rights Plan does not inhibit any party from making a
take-over bid in compliance with applicable securities laws.
Instead, it ensures that all shareholders are treated fairly and
are not subject to coercive bids.
Of critical importance to all shareholders, the Rights Plan
protects against "creeping bids", which involve the accumulation of
more than 30%, on an aggregate basis, of Optiva's subordinate
voting shares (the "Shares") through purchases exempt from
applicable take-over bid rules. In the view of the Special
Committee, this is fundamentally important in the current
circumstances where ESW Capital, LLC ("ESW") has disclosed
an unsolicited and non-binding intention to offer to acquire any
and all Shares not owned by ESW or its affiliates (the
"Indicative Offer"). Based upon ESW's public
disclosures, ESW and its joint actors currently own Shares and
warrants representing approximately 38.9% of the Company's issued
and outstanding Shares, assuming the exercise of the warrants owned
by ESW.
If ESW or its joint actors are permitted to acquire a small
number of additional Shares through purchases exempt from
applicable take-over bid rules, ESW may be successful in
reacquiring control of Optiva without having to make a take-over
bid to all shareholders, and without payment of a control
premium. The Rights Plan protects against this and ensures
that any party, including ESW, that wishes to acquire control of
the Company must pay an appropriate control premium to all
shareholders.
Shareholders should not be misled by ESW's recent
self-interested and highly misleading claim that a vote against the
Rights Plan at the Meeting will send a signal of support for the
Indicative Offer. To the contrary, ratification of the Rights
Plan at the Meeting will significantly enhance the likelihood that
ESW actually proceeds with making a take-over bid for all the
Shares not owned by ESW, by preventing ESW from acquiring control
of Optiva through purchases exempt from applicable take-over bid
rules.
In this regard, Optiva notes that, on Friday June 26, 2020, ESW advised Optiva in
writing that it was considering a bid for the Shares at
$30 per share. ESW doubled its
indicative bid price to $60 per Share
on Monday June 29, 2020, after Optiva
announced the redemption of the Series A Preferred Shares held by
ESW, as a result of which ESW lost control of Optiva's board of
directors. ESW has no incentive to pay a control premium to
all holders of the Shares if it can reacquire control of the board
by purchasing a small number of additional shares through
exemptions from applicable take-over bid rules. The Rights
Plan is intended to protect against precisely this occurrence.
To protect the interests of all shareholders, ratification of
the Rights Plan at the Meeting is therefore essential, and all
shareholders should vote in favour of the Rights Plan at the
Meeting.
As previously identified in the Company's July 27, 2020 press release, ESW has stated that
it will only pursue its Indicative Offer if, among other things,
ESW receives certain unprecedented relief from the Ontario
Securities Commission (the "OSC") exempting ESW from the
requirements under applicable Canadian securities laws that
prohibit an offeror from acquiring shares under a take-over bid
unless a majority of shares owned other than by the offeror (and
its affiliates and joint actors) are tendered to such offer.
Optiva does not believe that such an exemption has ever been
granted by any Canadian securities regulator. After delaying
the filing of its exemption application for almost two weeks, ESW
finally filed its application on the evening of August 6, 2020. It is expected by the
Company that the OSC will set a schedule for a hearing in respect
of ESW's application in due course.
Optiva cautions its shareholders and potential investors that
the Indicative Offer is non-binding on ESW, it is highly
speculative whether the OSC will grant the unprecedented relief
being sought by ESW, and even if such exemption is obtained there
can be no certainty that ESW will pursue the Indicative Offer.
The Special Committee has made no decision regarding the
Indicative Offer.
About Optiva Inc.
Optiva Inc. is a global leader in providing CSPs with
cloud-native revenue management software on the public cloud. 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.
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. There is no assurance that any forward-looking
statements will materialize. Risks that could cause our results to
differ materially from our current expectations are discussed in
the Company's annual information form dated March 9, 2020 and management's discussion and
analysis in respect of the three months ended March 31, 2020. The Company disclaims 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 Inc.