Qvantel Completes Acquisition of Optiva, Creating a Global Leader in AI-Powered Telecom Monetization and Digital Operations

Executive Summary

• Qvantel Oy completed its acquisition of Optiva Inc. under a statutory plan of arrangement, resulting in Qvantet’s ownership of 100% of Optiva’s common shares and the cancellation of $108.6 M of senior secured PIK notes.
• The transaction issued approximately 22.4% of Qvantel’s post‑transaction share capital to former Optiva noteholders, together with $25 M of new senior secured notes and warrants for up to ~2.97 M additional shares.
• Post‑closing, the combined entity now serves >70 operators in >40 countries with a workforce of 1,000+ specialists, and has already secured four new operator contracts within three months.

Key Details

• Purchase Price: $0.25 per Optiva common share (cash consideration).
• PIK Note Cancellation: All outstanding 9.75% senior secured payment‑in‑kind toggle notes ($108.6 M) were cancelled.
• Noteholder Consideration:
• ~11,100,236 Qvantel voting shares issued to noteholders (~22.4% of post‑transaction equity on a non‑diluted basis).
• New senior secured notes issued by Qvantel: $25 M aggregate principal amount.
• Warrants granted to noteholders to purchase up to 2,973,280 additional Qvantel shares.
• Shareholder Actions: Optiva shareholders must submit transmittal letters and share certificates (or DRS advice) to receive cash consideration; similar procedures apply for noteholders receiving shares, notes, and warrants.
• Delisting: Optiva’s common shares are expected to be delisted from the Toronto Stock Exchange within two business days of closing.
• Corporate Changes: Optiva Inc. was dissolved under Canadian law and ceased reporting obligations in Canada. Qvantel now beneficially owns 646,632,618 Optiva common shares (100% of issued and outstanding).
• Operational Impact: Combined portfolio enhances Qvantel’s digital BSS and monetization suite, adding Optiva’s charging engine; early market response includes four new multi‑country operator contracts across APAC, the Americas, and Europe.
• Advisors: Raymond James (financial advisor to Optiva special committee); Bennett Jones LLP, Borenius Attorneys Ltd., Holland & Knight LLP (legal advisors to Optiva); Borden Ladner Gervais LLP, Eversheds Attorney’s Limited (legal advisors to Qvantel).

Notable Quotes

• “Telecom has been slow to evolve, but the opportunity ahead is enormous… The combination of Qvantel and Optiva creates a future‑ready end‑to‑end monetization foundation to support that growth.” – Tero Kivisaari, President, Qvantel
• “Our collaboration has already resulted in new customer wins and a strong pipeline… converting that demand into tangible profitability and growth for operators.” – Robert Stabile, CEO, Optiva