TORONTO, Dec. 14, 2020 /CNW/ - Optiva Inc.
("Optiva" or the "Company") (TSX: OPT) announced
today that the Ontario Superior Court of Justice (the
"Court") has rendered a decision with respect to the Notice
of Application filed by ESW Capital, LLC, and certain of its
affiliates ("ESW") and heard by the Court on October 1 and 2, 2020. In its decision released
on December 11, 2020, the Court
declined to set aside the Company's July
2020 US$90 million debenture
financing and redemption of its Series A Preferred Shares. The
Court also held that ESW is entitled under the Subscription
Agreement between the Company and ESW dated December 18, 2016, to nominate two individuals
for election to Optiva's board of directors.
In a separate Notice of Application filed by ESW and heard by
the Court on December 13, 2020, the
Court enjoined Optiva from proceeding for 45 days with its
previously announced private placement of 750,000 subordinate
voting shares to certain funds managed by OceanLink Management Ltd.
("OceanLink") at a purchase price of CDN$40.00 per share for gross proceeds to Optiva
of CDN$30 million (the
"Private Placement") to allow Optiva to conduct a
review process and provide ESW an opportunity to participate in
that process. The Company intends to discuss the Court's
decision with OceanLink, including the changes needed to the
subscription agreement previously entered into between OceanLink
and the Company in order to comply with the Court's decision.
There can be no assurance that any such revised agreement will be
entered into between the Company and OceanLink.
Optiva is reviewing the Court's decisions and is considering
their implications and alternatives available to the Company.
About Optiva Inc.
Optiva Inc. is a global leader in providing communication
service providers (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 including, without limitation, statements regarding
the Company's consideration of available alternatives as a result
of the Court's decision. 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. These statements are forward looking
and are based on the Company's expectations as of the date of this
press release. 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 those risks
regarding the Company's business discussed in the Company's most
recent annual information form, which is available on SEDAR at
www.sedar.com and on Optiva's website at www.optiva.com/investors/.
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.