TORONTO, Nov. 27, 2025 (GLOBE NEWSWIRE) — Optiva Inc. (TSX:OPT) (“Optiva“) is pleased to announce that Optiva shareholders (“Shareholders“) and holders (“Bondholders“) principal amount of 9.75% of the senior secured notes payable in kind (“Notes PIC“) approved the proposed action plan (“Agreement“) featuring Qvantel Oy (“Buyer“) at an extraordinary meeting of shareholders (“Shareholders meeting“) and special meeting of Noteholders (“Bondholders meetingand together with the Meeting of Shareholders “Meetings“), which took place earlier today.
Pursuant to the Agreement, (i) Buyer will acquire all of the issued and outstanding shares of Optiva common stock (“Stock“) at a price of C$0.25 per Share, and (ii) the PIK Notes will be canceled and the Noteholders will ultimately (after all interim steps in the Indenture) be entitled to receive (i) the voting shares of the Purchaser (“”Buyer's shares“) representing in the aggregate approximately 22.4% of Buyer's Shares on a non-diluted basis, (ii) secured notes issued by Buyer in an aggregate principal amount of US$25 million, subject to adjustment in certain circumstances in accordance with the terms of the Indenture, (iii) guarantees to purchase such number of additional Buyer Shares as equal to 3% of Buyer's outstanding Shares on a non-diluted basis, (iv) a cash payment upon closing (if any), that if Optiva has a cash surplus at closing above the established target, and (v) a deferred cash payment (if any) payable upon closing, up to a maximum aggregate amount of $700,000, provided that there is an accounts receivable surplus above the established target and such accounts are collected within a specified period after closing, which in each case shall be allocated on a pro rata basis to the Noteholders based on the aggregate principal amount of the Notes PIK owned by such Noteholder prior to the entry into force of the Agreement.
To be effective, a special resolution approving the Agreement (“Resolution agreement“) requires (i) an affirmative vote of at least two-thirds of the votes cast by Shareholders present or represented by proxy at the Shareholders Meeting, (ii) a simple majority of the votes cast by Shareholders present in person or represented by proxy at the Shareholders Meeting, excluding votes cast by EdgePoint Investment Group Inc. and Mr. Robert Style, who were excluded in accordance with Multilateral Instrument 61-101 – Protection of minority shareholders in special transactions (“Minority shareholders“), and (iii) the votes cast by at least two-thirds (66 ⅔%) of the aggregate principal amount of PIK Notes present in person or by proxy at the Noteholders' Meeting.
At the Meetings, the Transaction Resolution was approved by: (i) 96.10% of the votes cast by Shareholders, (ii) 93.34% of the votes cast by Minority Shareholders and (iii) 100% of the votes cast by Noteholders, in each case present or represented by proxy at the Meetings. Accordingly, all necessary Shareholder and Noteholder approvals required to proceed with the Transaction have been obtained. Additional information regarding the voting results will be included in the voting results report that will be posted on SEDAR+ (www.sedarplus.ca) under Optiva's issuer profile.
The Agreement is expected to enter into force before the end of the year, subject to, among other things, Optiva obtaining a final order from the Ontario Superior Court of Justice (Commercial List) approving the Agreement (“Final order“) and the satisfaction or waiver of certain other customary closing conditions. A hearing on the final order is scheduled for December 2, 2025.
The Shares are expected to be delisted from the Toronto Stock Exchange within two to three business days following completion of the Agreement. Additional information regarding the Transaction and the Transaction Decision can be found in Optiva's information circular dated October 27, 2025, a copy of which is available on SEDAR+ (www.sedarplus.ca) under Optiva's issuer profile.
About Optiva Inc:
Optiva Inc. is a leading provider of mission-critical, AI-powered, cloud-based agent revenue management software for the telecommunications industry. Its products are delivered worldwide in private and public clouds. Optiva solutions help service providers leverage the opportunities of digital, 5G, IoT and emerging markets to achieve business success. Optiva Inc., founded in 1999, is listed on the Toronto Stock Exchange (TSX:OPT). For more information, visit www.optiva.com.
For more information contact:
Optiva Media and relations with analysts
Cousin Ellmaker
Optiva Investor Relations
Cautionary Note – Forward-Looking Statements
Certain statements contained in this press release contain “forward-looking information” within the meaning of applicable securities laws. Any statements that express or involve discussion of projections, expectations, beliefs, plans, projections, goals, assumptions or future events or results (often, but not always, using words or phrases such as “expects” or “does not expect”, “expects”, “anticipates” or “does not expect”, “plans”, “estimates” or “intends”, or state that certain actions, events or results “may”, “could”, “will”, “could”, “has the potential” or “will” be undertaken, will occur or will be achieved) are not statements of historical fact and may be “forward-looking statements.” Forward-looking information and statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to a variety of risks and uncertainties that could cause actual results to differ materially from future results expressed or implied by the forward-looking statements. Forward-looking information and statements include, but are not limited to, statements regarding the timing and ability of Optiva to implement the Agreement (if at all); That time And ability from Optiva receive That final order (If V All); time and ability from Optiva and Buyer must satisfy conditions precedent to completion of the Transaction (if at all); and the timing of the delisting of Optiva shares (if at all).
Although Optiva believes that the expectations reflected in such forward-looking information and statements are reasonable, such information and statements involve risks and uncertainties and undue reliance should not be placed on such information and statements. Significant factors or assumptions used in formulating the forward-looking information contained herein include, but are not limited to, the expectations and beliefs of Optiva, its management and board of directors as of the date hereof. Optiva cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are beyond its control and there can be no guarantee that they will prove to be correct. Accordingly, there can be no assurance that actual results or events expected by Optiva will be realized or, even if materially realized, that they will have the expected consequences or impact on Optiva, current shareholders or its future results and Optiva's results of operations. Additional information about these and other factors and assumptions underlying the forward-looking statements made in this press release regarding the Transaction can be obtained from management. information circular from Optiva dated Available October 27, 2025 on SEDAR+ (www.sedarplus.ca) in Optiva's issuer profile.
Therefore, readers should not place undue reliance on such forward-looking statements. There can be no assurance that the Agreement will be entered into or that it will be completed on the terms and conditions set forth in this press release. The Agreement may be modified or terminated in accordance with its terms. In addition, the forward-looking information and statements in this press release are based on the beliefs and opinions of Optiva at the time the statements are made, and these forward-looking statements should not be expected to be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Optiva disclaims any obligation to do so except as required by applicable law. Nothing contained herein should be construed as a forecast, projection or estimate of Optiva's future financial performance.
