TORONTO, November 10, 2020 – Optiva Inc. (“Optiva” or the “Company“) (TSX:OPT), the leader in providing communications service providers (CSPs) worldwide with cloud-native revenue management software on the public cloud, is pleased to announce that OceanLink Management Ltd. (“OceanLink“), for and on behalf of certain managed funds, has agreed to make a CDN$30 million investment in Optiva through the purchase of subordinate voting shares of the Company (the “Shares“) on a private placement basis (the “Investment“).
Optiva intends to use the proceeds from the Investment to fund strategic roadmap investments and to further transform its BSS products to be cloud native and work on private and public cloud. The funds will allow Optiva to address market need and meet its customers demands for its modernized solutions.
“This investment in Optiva underscores our confidence in Optiva’s business fundamentals,” said Robert Stabile, Chairman of the Board of Optiva. “We are excited to have the support of OceanLink, and we are confident that this investment will allow us to accelerate our product roadmap as well as support our customers in their cloud and digital journey.”
Summary of the Investment
Key terms of the Investment include:
OceanLink has agreed to purchase 750,000 Shares at a purchase price of CDN$40.00 per Share for gross proceeds to Optiva of CDN$30 million.
Immediately following completion of the Investment (the “Closing“), OceanLink will exercise control or direction over approximately 12.4% of the issued and outstanding Shares.
In connection with the Investment, the Company and OceanLink will enter into an investor rights agreement, providing for, among other things, participation rights in certain future securities offerings for a period of 12 months following Closing and the right to nominate one director to the Board of Directors of Optiva, in each case, for so long as OceanLink beneficially owns, or exercises control or direction over, at least 9% of the issued and outstanding Shares.
Additional information regarding the Investment is included in the subscription agreement dated as of the date hereof between the Company and OceanLink, for and on behalf of certain managed funds, in respect of the Investment (the “Subscription Agreement“), which will be filed by Optiva on the Company’s SEDAR profile at www.sedar.com.
The Closing of the Investment is subject to the satisfaction of customary closing conditions, including the receipt of Toronto Stock Exchange approval. Until December 15, 2020, the Closing is also conditional upon the pending Court decision in the previously announced legal proceedings that were brought by ESW Capital, LLC (“ESW“) challenging the Company’s July 2020 preferred share redemption and debenture financing not reversing those transactions. This press release is only a summary of certain principal terms of the Investment and is qualified in its entirety by reference to the more detailed information contained in the Subscription Agreement.
Additional Early Warning Disclosure of OceanLink
Immediately prior to the Investment, OceanLink did not have beneficial ownership of, or control or direction over, any securities of the Company. Immediately following Closing, assuming that no convertible, exercisable or exchangeable securities of the Company are converted into, exercised or exchanged for Shares prior to the Closing, OceanLink will have ownership of, or control or direction over, 750,000 Shares, representing approximately 12.4% of the issued and outstanding Shares.
OceanLink is making the Investment for investment purposes. OceanLink has no current plan or future intentions to acquire additional securities of the Company or dispose of securities of the Company. Depending on market conditions and other factors, including OceanLink’s view of the Company’s prospects, business and financial condition, OceanLink may acquire additional securities of the Company from time to time in the future, in the open market or pursuant to privately negotiated transactions, or may sell all or a portion of its securities of the Company.
An early warning report with additional information in respect of the foregoing matters will be filed and made available on the Company’s SEDAR profile at www.sedar.com. For further information or to obtain a copy of the early warning report, please see the Company’s profile on SEDAR at www.sedar.com or contact Lan Zhang, Chief Financial Officer of OceanLink, at 437-249-0202.
OceanLink’s address is 2 Bloor Street West, Suite 1702, Toronto, Ontario, M4W 3E2. Optiva’s head office is located at 2233 Argentia Road, East Tower, Suite 302, Mississauga, Ontario, L5N 2X7.
About Optiva Inc.
Optiva Inc. is a global leader in providing 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.wpengine.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 expected use of proceeds from the Investment and the expected timing for closing the Investment. 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. 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: the ability of the parties to satisfy the closing conditions to the Investment in the expected time or at all, some of which are beyond the control of the parties; the ability of the Company to satisfy the conditional approval requirements of the Toronto Stock Exchange; the risk that the Court will decide in favour of ESW and unwind the Company’s previously completed debenture offering and related redemption of the Company’s preferred shares; the risk of further litigation by the Company’s shareholders or other third parties, including further litigation by ESW; the Company’s expected capital requirements being different from current expectations; and other 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.wpengine.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.
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Optiva Announces CDN$30 Million Financing with Funds Aimed at the Acceleration of the Company’s Product Roadmap