Optiva Announces Shareholder and Noteholder Approval of Going Private Transaction

Executive Summary

• Shareholders and noteholders approved Optiva’s plan of arrangement to sell all outstanding common shares to Qvantel Oy for C$0.25 per share.
• The transaction also provides noteholders with voting shares in Qvantel (≈22.4% non‑diluted), US$25 million of secured notes, warrants for an additional 3% of Qvantel’s shares, and potential cash payments up to US$700,000.
• The arrangement is expected to close before year‑end pending court approval; Optiva’s TSX listing will be terminated within two to three business days after closing.

Key Details

• Purchase Price: C$0.25 per Optiva share.
• Acquirer: Qvantel Oy (“Purchaser”).
• Shareholder Approval: 96.10% of votes cast at the special shareholders’ meeting.
• Noteholder Approval: 100% of votes cast at the noteholders’ meeting; 93.34% approval from minority shareholders (EdgePoint Investment Group Inc. and Mr. Robert Stabile excluded per MI 61‑101).
• Consideration to Noteholders:
• Approx. 22.4% of Qvantel’s voting shares on a non‑diluted basis.
• Secured notes issued by Qvantel with aggregate principal amount of US$25 million (subject to adjustment).
• Warrants to purchase additional Qvantel shares equal to 3% of outstanding Qvantel shares on a non‑diluted basis.
• Potential cash payment at closing if Optiva has surplus cash above a specified target.
• Deferred cash payment up to US$700,000 payable post‑closing for surplus accounts receivable collected within a defined period.
• Closing Conditions: Final order from the Ontario Superior Court of Justice (Commercial List) – hearing scheduled for December 2, 2025; satisfaction or waiver of customary closing conditions.
• Delisting Timeline: Optiva shares expected to be delisted from the Toronto Stock Exchange 2‑3 business days after completion of the arrangement.
• Reporting: Detailed voting results will be filed on SEDAR+ under Optiva’s issuer profile.

Notable Quotes

(No direct quotes were provided in the release.)