7293411 Canada Inc. Completes Acquisition of Optimal Group Inc.
May 21 2010 - 5:59PM
Marketwired
7293411 Canada Inc. (the "Offeror") and Optimal Group Inc.
("Optimal") announced today that 3,874,086 Class "A" shares of
Optimal (the "Shares") have been validly tendered to the offer made
by the Offeror on March 31, 2010 to purchase for US$2.40 per share,
in cash, all of the issued and outstanding Shares not already held
by the Offeror and its joint actors, including Shares that may
become outstanding on the conversion, exchange or exercise of
options or warrants. The Offeror has taken up all validly tendered
Shares.
The Offeror will promptly pay for the accepted Shares validly
tendered in the Offer and not withdrawn by providing Computershare
Investor Services Inc. (the "Depositary") with sufficient funds for
transmittal to tendering Shareholders. The Depositary will act as
the agent of persons who have tendered Shares in acceptance of the
Offer for the purposes of receiving payment from the Offeror and
transmitting payment to such persons, and receipt of payment by the
Depositary will be deemed to constitute receipt of payment by
persons tendering Shares.
Under no circumstances will interest accrue or be paid by the
Offeror or the Depositary on the purchase price for Shares
purchased by the Offeror to persons tendering Shares, regardless of
any delay in making such payment. Settlement with each Shareholder
who has tendered Shares in the Offer will be made by the Depositary
forwarding to each such Shareholder a cheque, payable in US funds,
representing the cash to which the tendering Shareholder is
entitled. Cheques will be issued in the name of the registered
holder of the Shares tendered.
In accordance with the support agreement entered into by Optimal
and the Offeror on March 16, 2010, the Offeror intends to cause
Optimal to call a special meeting of shareholders as soon as
reasonably practicable in order to effect a subsequent acquisition
transaction pursuant to which the shareholders of Optimal (other
than the Offeror and its joint actors) will exchange their Shares
for redeemable shares having a redemption price of US$2.40 in cash.
Subsequently, Optimal intends to have the Shares de-listed from the
NASDAQ and to cause Optimal to cease to be a reporting issuer in
Canada and a registrant in the United States.
For more information on the take up and payment of tendered
Shares, Optimal shareholders are encouraged to contact
Computershare Investor Services Inc. at 1-800-564-6253 (North
American Toll Free Number).
Reader Advisory
Certain statements in this news release are forward-looking
statements and are prospective in nature. Forward-looking
statements are not based on historical facts, but rather on current
expectations and projections about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements. These statements generally can
be identified by the use of forward-looking words such as "may",
"should", "will", "could", "except", "intend", "estimate", "plan",
"anticipate", "expect", "believe", or "continue" or the negative
thereof or similar variations. Such statements are qualified in
their entirety by the inherent risks and uncertainties surrounding
future expectations. Important factors that could cause actual
results to differ materially from the Offeror's expectations
include, among other things, general business and economic
conditions and competition within those markets in which Optimal
serves as well as specific risks relating to Optimal, such as risks
relating to the industries in which Optimal is active generally,
conflict policies and general economic conditions and other risks
identified in Optimal's public filings. Such forward-looking
statements should, therefore, be construed in light of such factors
and the Offeror is under no obligation and expressly disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by applicable law.
Optimal shareholders will be able to obtain all documents filed
by Optimal or the Offeror 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: Computershare Investor Services Inc. 1-800-564-6253
(North American Toll Free Number)
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