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Highlights
- Ontario Superior Court of Justice issued the Final Order clearing the way for the acquisition of Optiva by Qvantel Oy.
- Under the Arrangement, all Optiva shares will be acquired at C$0.25 per Share, and 9.75% senior secured PIK Notes holders will receive a combined package including Purchaser shares, secured notes, and warrants.
- The Arrangement was overwhelmingly approved by Optiva’s shareholders and Noteholders in November 2025, with closing expected by year-end.
Optiva Inc. (TSX:OPT) announced today that the Ontario Superior Court of Justice (Commercial List) issued the Final Order on December 2, 2025. This approval represents the last substantive court authorization needed for the previously announced plan of arrangement transaction (the Arrangement) with Qvantel Oy. The closing of the Arrangement is expected to take place before the end of 2025, subject to customary conditions.
Arrangement Terms and Share Acquisition Details
Under the terms of the Arrangement, the Purchaser will acquire all issued and outstanding common shares of Optiva (the Shares) at a price of C$0.25 per Share. The 9.75% senior secured payment-in-kind toggle notes will be cancelled. Holders of the PIK Notes will receive a combination of consideration including
- voting shares of the Purchaser amounting to approximately 22.4% on a non-diluted basis,
- secured notes from the Purchaser totaling US$25 million subject to certain adjustments,
- warrants representing 3% of outstanding Purchaser Shares,
- potential cash payment at closing depending on Optiva’s cash surplus, and
- a deferred cash payment of up to US$700,000 contingent on post-closing receivables collection. These provisions will be allocated pro rata among the Noteholders according to their note holdings.
The transaction was overwhelmingly approved by Optiva shareholders and Noteholders during special meetings held on November 27, 2025.
Next Steps and Closing Conditions
Following the issuance of the Final Order, the Arrangement is positioned to close before year-end. The completion remains conditional upon satisfaction of other closing requirements customary in transactions of this nature. The approval marks a significant step forward for both Optiva and Qvantel toward finalizing this acquisition.
About Optiva Inc.
Optiva Inc. is recognized as a leading provider of mission-critical, cloud-native, AI-powered revenue management software tailored for the telecommunications sector worldwide. Its portfolio supports service providers in maximizing digital, 5G, IoT, and emerging market opportunities through scalable solutions delivered on private and public cloud platforms.
