Optiva Announces Shareholder and Noteholder Approval of Going Private Transaction

Core Viewpoint - Optiva Inc. has received approval from its shareholders and noteholders for a proposed arrangement involving Qvantel Oy, which includes the acquisition of all common shares at a price of C$0.25 per share and the cancellation of existing senior secured payment-in-kind toggle notes [1][2][4]. Summary by Sections Arrangement Details - The arrangement entails the acquisition of all issued and outstanding common shares of Optiva for C$0.25 per share, cancellation of PIK Notes, and compensation for noteholders in the form of voting shares, secured notes totaling US$25 million, warrants for additional shares, and potential cash payments [2]. - Noteholders will receive approximately 22.4% of the Purchaser Shares on a non-diluted basis, along with secured notes and warrants equivalent to 3% of the outstanding Purchaser Shares [2]. Voting Results - The Arrangement Resolution was approved with 96.10% of votes from shareholders, 93.34% from minority shareholders, and 100% from noteholders present or represented at the meetings [4]. - The required approvals for proceeding with the arrangement have been successfully obtained [4]. Next Steps - The arrangement is expected to become effective before the end of the year, pending a final order from the Ontario Superior Court of Justice and the satisfaction of customary closing conditions [5]. - A hearing for the final order is scheduled for December 2, 2025 [5]. Delisting Information - Following the completion of the arrangement, Optiva's shares are expected to be delisted from the Toronto Stock Exchange within two to three business days [6]. Company Background - Optiva Inc. is a provider of cloud-native, AI-powered revenue management software for the telecommunications industry, established in 1999 and listed on the Toronto Stock Exchange [7].