Optimal Provides Update on Tender Offer, Strategic Review Process
07 Mai 2010 - 7:00PM
Marketwired
Optimal Group Inc. (NASDAQ: OPMR) today provided the following
update on the tender offer by 7293411 Canada Inc. to purchase all
of the outstanding Class "A" shares of the Company at a price of
US$2.40 per share in cash, the strategic review process initiated
by the Special Committee of the Board of Directors of the Company
established to consider the Offer and the Company's current
financial position following the end of its 2009 fiscal year.
Tender Offer
The initial tender offer by 7293411 Canada Inc. to purchase all
of the issued and outstanding Class "A" shares of the Company not
already held by it and its joint actors for US$2.40 per share in
cash was to expire at 5:00 p.m. on May 6, 2010. The Offeror
announced that it has extended its offer to 5:00 p.m. (Montreal
time) on May 21, 2010, unless further extended or withdrawn. The
Offeror will be mailing a formal notice of change and variation and
amended and restated offer to Optimal shareholders. In addition to
the extension, the notice of change and variation and amended and
restated offer addresses comments received by the Offeror from the
U.S. Securities and Exchange Commission (SEC) on its tender offer.
The Company has also amended its Transaction Statement on Schedule
13E-3 and Solicitation/ Recommendation Statement on Schedule 14D-9
in response to SEC comments, including additional information about
the background to the offer. The Offeror's notice of change and
variation and amended and restated offer, as well as the Company's
amended Transaction Statement on Schedule 13E-3 and Solicitation/
Recommendation Statement on Schedule 14D-9 will also be available
on the SEDAR website at www.sedar.com and on the EDGAR website at
www.sec.gov.
Update on the Strategic Alternative Review Process
As previously disclosed, under the support agreement with the
Offeror, the Board of Directors of the Company retained the ability
to solicit and respond to proposals that may deliver greater value
to Company shareholders than the US$2.40 per share offer by the
Offeror. Genuity Capital Markets, acting as financial advisor to
the Company and the Special Committee, initiated a broad review
process by contacting 23 strategic buyers (11 for the toy assets
and 12 for the payment processing assets) and 26 financial buyers
(16 Canadian and 10 international institutions). Optimal entered
into 4 confidentiality and standstill agreements with strategic
buyers. Upon execution of the agreements, the interested parties
were sent an extensive electronic information package and invited
to submit written expressions of interest for the acquisition of
Optimal or any of its assets. To date, none of the parties have
submitted or expressed an intention to submit an expression of
interest nor have they asked for additional time to evaluate the
material.
As disclosed in the Company's Annual Report for the year ended
December 31, 2009 on Form 10-K, the Company's ability to continue
as a going concern depends on its success in obtaining adequate
sources of financing. To date, the Company has not been successful
in its efforts.
Continued Support for the Offer
The Board of Directors hereby reaffirms its support of the Offer
and continues to be of the view that the Offer is fair from a
financial point of view to shareholders of the Company (other than
the Offeror and its joint actors) and recommends that shareholders
of Optimal accept the Offer.
This press release does not constitute an offer to buy or
solicitation of an offer to sell any securities. The Company has
filed an amended Solicitation/Recommendation Statement on Schedule
14D-9 and an amended Transaction Statement on Schedule 13E-3 with
the SEC and with Canadian securities regulators. Shareholders are
strongly encouraged to read these and other documents filed with
the SEC or Canadian securities regulators in their entirety when
they become available, as they will contain certain important
information. Shareholders will be able to obtain the
Solicitation/Recommendation Statement on Schedule 14D-9, the
directors' circular, the Transaction Statement on Schedule 13E-3
and any amendments or supplements thereto, and other documents
filed by the Company, with the SEC and Canadian securities
regulators related to the tender offer for no charge at the SEC's
website at www.sec.gov or at www.sedar.com.
Contacts: Optimal Group Inc. Leon Garfinkle Senior
Vice-President and General Counsel 514-738-8885
leon@optimalgrp.com
Optimal (NASDAQ:OPMR)
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