Optiva Receives Final Order Approving Arrangement with Qvantel

Executive Summary

• Optiva received the final court order approving its previously announced plan of arrangement with Qvantel Oy, clearing the last substantive hurdle before closing.
• Under the arrangement, Qvantel will acquire 100% of Optiva’s common shares at C$0.25 per share and cancel the 9.75 % senior secured PIK notes.
• Noteholders will receive a combination of Qvantel voting shares (~22.4 % of the post‑transaction equity), US$25 million of secured notes, warrants for an additional 3 % of Qvantel’s shares, and potential cash payments up to US$700,000, subject to surplus cash/receivables at closing.

Key Details

• Final Court Order: Ontario Superior Court of Justice (Commercial List) dated December 2 2025; the final substantive approval required for the arrangement.
• Share Purchase Price: C$0.25 per Optiva share.
• PIK Notes Cancellation: All 9.75 % senior secured payment‑in‑kind toggle notes will be cancelled.
• Noteholder Consideration:
• 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 the outstanding Qvantel shares on a non‑diluted basis.
• Potential cash payment at closing if Optiva has surplus cash above a specified target (pro‑rated among noteholders).
• Deferred cash payment post‑closing up to US$700,000 if surplus accounts receivable are collected within the defined period (also pro‑rated).
• Closing Timeline: Anticipated before year‑end 2025, subject to customary closing conditions.
• Shareholder/Noteholder Approval: Arrangement overwhelmingly approved at special meetings on November 27 2025.
• Reference Documents: Management Information Circular (Oct 27 2025), prior news releases (Sept 26 2025 & Nov 27 2025), and the arrangement agreement (Sept 26 2025) filed on SEDAR+.

Notable Quotes

(No direct quotes were provided in the release.)