- Amended Statement of Ownership: Solicitation (SC 14D9/A)
24 Mai 2010 - 12:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Optimal Group Inc.
(Name of Subject Company)
Optimal Group Inc.
(Name of Person(s) Filing Statement)
Class A shares
(Title of Class of Securities)
68388R208
(CUSIP Number of Class of Securities)
Leon P. Garfinkle
Senior VicePresident, General Counsel and Secretary
Optimal Group Inc.
3500 de Maisonneuve Blvd. West, Suite 800,
Montreal, Quebec, Canada, H3Z 3C1
(514) 738-8885
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s)
Filing Statement)
Copies to:
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Warren M. Katz, Esq.
Stikeman Elliott LLP
1155 René-Lévesque Blvd. West, 40th Floor
Montréal, Québec H3B 3V2
(514) 397-3000
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Jason J. Comerford, Esq.
Osler, Hoskin & Harcourt LLP
620
8
th
Avenue, 36
th
Floor
New York, New York 10036
(212) 867-5800
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Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
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This
Amendment No. 4 (this Amendment) amends and supplements the Schedule 14D-9 Solicitation
/ Recommendation Statement (the Schedule 14D-9) initially filed with the Securities and
Exchange Commission (the SEC) on March 31, 2010 on behalf of Optimal Group Inc. (the Company),
a company organized under the laws of Canada, and relates to the offer made by 7293411 Canada Inc.
(the Offeror), a corporation established by Mr. Richard Yanofsky, President of WowWee Canada
Inc., disclosed in the Tender Offer Statement and Rule 13E-3 Transaction Statement on Schedule TO
initially filed with the SEC on March 31, 2010, as amended and supplemented (the Schedule TO) on behalf of
the Offeror, Richard Yanofsky, Eric Lau Tung Ching, Francis Choi and Peter Yanofsky
in connection with the Offerors offer to purchase all of the outstanding Class A
shares of the Company (the Shares) not currently owned by the Offeror and its joint actors,
including Shares that may become outstanding on the conversion, exchange or exercise of options or
warrants, at a price of US$2.40 per Share, subject to the terms and conditions set forth in the
Offer to Purchase dated March 31, 2010, as amended and restated on May 6,
2010 and as further amended on May 12, 2010 (the Amended Offer to Purchase), which is incorporated by reference into the Schedule TO. In
addition, the Company, Holden L. Ostrin, Neil S. Wechsler and Gary S.
Wechsler filed a Schedule 13E-3 Transaction Statement with the SEC
on April 6, 2010, as amended on May 6, 2010 and May 12, 2010.
Pursuant
to Instruction D of Schedule 14D-9, the Schedule 14D-9, as amended
and supplemented, incorporates by reference the Directors
Circular, which is Exhibit (a)(1) hereof (the Directors
Circular).
The
information in the Schedule 14D-9, as amended and supplemented, is incorporated in this Amendment
by reference to all of the applicable items in the Schedule 14D-9,
except that such information is hereby amended and supplemented to
the extent specifically provided herein.
Item
9. Exhibits.
Item 9 of
the Schedule 14D-9 is hereby amended and supplemented by adding the
following:
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Exhibit No.
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Description
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(a)(10)
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Joint Press Release issued by the Company and the Offeror, dated May 21, 2010.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
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OPTIMAL GROUP INC.
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/s/ Neil Wechsler
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By: Neil Wechsler
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Title: Co-Chairman and Chief Executive Officer
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Date:
May 21, 2010
EXHIBIT INDEX
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Exhibit No.
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Description
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(a)(1)
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Directors Circular, including the Fairness Opinion prepared
by Genuity Capital Markets dated March 16, 2010. (1)
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(a)(2)
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Offer to Purchase, dated March 31, 2010 (incorporated by
reference to Exhibit (a)(1)(A) of the Schedule TO filed by the
Offeror, the Company and Richard Yanofsky on March 31, 2010).
(1)
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(a)(3)
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Letter of Transmittal, dated March 31, 2010 (incorporated by
reference to Exhibit (a)(1)(B) of the Schedule TO filed by the
Offeror, the Company and Richard Yanofsky on March 31, 2010).
(1)
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(a)(4)
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Notice of Guaranteed Delivery (incorporated by reference to
Exhibit (a)(1)(C) of the Schedule TO filed by the Offeror, the
Company and Richard Yanofsky on March 31, 2010). (1)
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(a)(5)
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees (incorporated by reference to Exhibit
(a)(1)(D) of the Schedule TO filed by the Offeror, the Company
and Richard Yanofsky on March 31, 2010). (1)
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(a)(6)
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Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (incorporated by
reference to Exhibit (a)(1)(E) of the Schedule TO filed by the
Offeror, the Company and Richard Yanofsky on March 31, 2010).
(1)
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(a)(7)
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Press Release issued by the Company, dated March 17, 2010
(incorporated by reference to Exhibit 99.1 of the Schedule
TO-C filed by the Offeror and the Company on March 17, 2010).
(1)
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(a)(8)
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Notice of Change and Variation and Amended and Restated Offer
to Purchase for Cash, dated May 6, 2010 (incorporated by
reference to Exhibit (a)(1)(F) of Amendment No. 2 to Schedule
TO filed by the Offeror, Richard Yanofsky, Peter Yanofsky,
Eric Lau Tung Ching and Francis Choi on May 6, 2010). (1)
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(a)(9)
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Press Release issued by the
Company, dated May 7, 2010. (1)
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(a)(10)
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Joint Press Release issued by the
Company and the Offeror, dated May 21, 2010. (2)
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(e)(1)
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Support Agreement, dated March 16, 2010, between the Company
and the Offeror (incorporated by reference to Exhibit 2.1 of
the Companys Form 8-K filed on March 23, 2010). (1)
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(e)(2)
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Disclosure Letter for Support Agreement dated March 16, 2010
(incorporated by reference to Exhibit 2.2 of the Companys
Form 8-K filed on March 23, 2010). (1)
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(e)(3)
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Settlement Agreement, dated March 17, 2010, among Holden L
Ostrin, Neil Wechsler, Gary Wechsler and the Offeror
(incorporated by reference to Exhibit 10.1 of the Companys
Form 8-K filed on March 23, 2010). (1)
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(e)(4)
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Joint Bid Agreement, dated March 31, 2010, among Peter
Yanofsky, Richard Yanofsky, Eric Lau, Francis Choi and the
Offeror (incorporated by reference to Exhibit (e)(4) of the
Schedule TO filed by the Offeror, the Company and Richard
Yanofsky on March 31, 2010). (1)
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(g)
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Not applicable.
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(1)
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Previously filed.
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(2)
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Filed herewith.
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