Optiva a leader in cloud-native charging and agentic AI BSS capabilities, announced that it has entered into a strategic transaction with Qvantel, a global leader in digital BSS. The combination brings significant scale and financial strength, enabling communication service providers (CSPs) to accelerate growth, diversify services and unlock new monetization opportunities in the AI era.
Highlights
- Extended portfolio of AI-enabled products with full-stack BSS, real-time revenue management and charging
- Combined customer base of over 70 CSPs in more than 40 countries
- Combined expertise of over 1,000 professionals in more than 30 countries
- Trusted vendor to Tier 1-3 operators for all key service and customer types, including B2B enterprise market
- Agile, innovative solutions for MVNOs and MVNEs
The joint portfolio will offer a full suite of best-of-breed products that are AI enabled. With the enhanced scale, the combined companies provide CSPs with an agile and trusted alternative to legacy vendors.
“For customers, partners and employees, this marks the opening of the exciting journey to drive innovation, business success and inspiration. This builds on our strong momentum in the BSS market,” said Matti Roto, CEO and Chairman of Qvantel. “With a unified global team, extended scale and close collaboration with leading CSPs, the combination of Qvantel and Optiva is set to lead the next evolution of BSS and monetization in the AI era.
Together with Optiva, as a proud multicultural company, we cherish our shared Nordic and Canadian roots, united in a common corporate culture built on trust, commitment, collaboration and care. This will ensure a seamless integration that enhances the services we deliver.”
“This agreement is a pivotal milestone in our mission to deliver even greater value and innovative solutions to our customers,” said Robert Stabile, CEO of Optiva. “For over 25 years, Optiva has been a trusted leader in charging and BSS. We are excited about the new chapter, which provides a strong foundation to drive innovation, advance sustainable development and empower our customers’ long-term success. Our joint team is already delivering results, including a multi-country deployment for a leading CSP, and we remain committed to helping customers accelerate innovation and growth.”
Transaction Terms
Pursuant to the terms of the arrangement agreement (the “Arrangement Agreement”) Qvantel will acquire all of the issued and outstanding common shares of Optiva (the “Optiva Shares”) and the US$108.6 million principal amount of 9.75% senior secured PIK toggle notes plus accrued interest which were initially due July 20, 2025 (the “PIK Notes”) will be cancelled in exchange for a combination of cash consideration, new notes of Qvantel, shares of Qvantel and warrants to purchase additional shares of Qvantel (all as further described below) (the “Transaction”).
The Transaction will be implemented by way of a statutory plan of arrangement under Section 192 of the Canada Business Corporations Act (the “Plan of Arrangement”). Completion of the Transaction is subject to customary conditions, including, among others, court approval, approval of holders of Optiva Shares (the “Shareholders”) and holders of PIK Notes (the “Noteholders”) and the approval of shareholders of Qvantel.
Pursuant to the terms of the Arrangement Agreement, among other things:
- Cash Consideration Per Share: The Shareholders will receive $0.25 per Optiva Share held (the “Shareholder Consideration”).
- Exchange of Debt: The Noteholders will ultimately receive: (i) voting shares of Qvantel (each whole share being, a “Qvantel Share”) at a ratio of 102.236 Qvantel Shares for each US$1,000 principal amount of PIK Notes, representing in aggregate approximately 22.4% of Qvantel Shares outstanding post-closing; (ii) senior secured notes to be issued by Qvantel in the aggregate principal amount of US$25 million, subject to adjustment in certain circumstances in accordance with the Arrangement Agreement; (iii) warrants to purchase such number of additional Qvantel Shares as is equal to 3% of the outstanding Qvantel Shares on a post-closing basis; (iv) a cash payment at closing (if any), to the extent Optiva has a cash surplus at closing above a specified cash target; and (v) a deferred cash payment (if any) payable post-closing up to a maximum aggregate amount of US$700,000, to the extent there are surplus accounts receivables and certain such accounts are collected within a specified period post-closing, which in the case of (ii), (iii), (iv) and (v) shall be on a pro rata basis among the Noteholders based on the aggregate principal amount of PIK Notes held by such Noteholder prior to the Effective Time (the “Noteholder Consideration”).
The Arrangement Agreement also provides for customary deal protection provisions, including non-solicitation covenants of Optiva, “fiduciary out” provisions in favour of Optiva which allow Optiva to consider and accept an unsolicited superior proposal in certain circumstances, subject to “right-to-match” provisions in favour of Qvantel. In addition, the Arrangement Agreement provides for a termination fee of $5 million payable by Optiva if it accepts a superior proposal and in certain other specified circumstances. Each of Optiva and Qvantel have made customary representations, warranties and covenants in the Arrangement Agreement, including covenants regarding the conduct of Optiva’s and Qvantel’s business prior to the closing of the Transaction.
Recommendation of the Optiva Board of Directors
The board of directors of Optiva (the “Board”), having received the unanimous recommendation of a special committee of the Board comprised solely of independent directors of Optiva (the “Special Committee”), has unanimously determined that the Transaction is fair to the Shareholders and in the best interests of Optiva and unanimously recommends that the Shareholders and Noteholders vote in favour of the Transaction. In making their respective determinations, the Board and the Special Committee considered, among other factors, the opinion of Raymond James Ltd. (“Raymond James”) to the effect that, as of September 25, 2025, subject to the assumptions, limitations and qualifications contained therein: (i) the Shareholder Consideration to be received by the Shareholders pursuant to the Transaction is fair, from a financial point of view, to the Shareholders, other than EdgePoint Investment Group Inc. (“EdgePoint”); and (ii) the Noteholders would be in a better financial position under the Arrangement than if the Corporation was liquidated, as the estimated aggregate value of the Noteholder Consideration to be held by the Noteholders following the Transaction would exceed the estimated aggregate value the Noteholders would receive in a liquidation (together, the “Opinions”). A copy of the Opinions will be included in the management information circular (the “Information Circular”) to be filed and mailed to the Shareholders and Noteholders in connection with the special meeting of Shareholders and Noteholders (the “Meetings”) to be called to approve the Transaction.
Voting Support Agreements
In connection with the Transaction, (a) certain significant shareholders and each of directors and executive officers of Optiva, holding in the aggregate approximately 67.0% of the issued and outstanding Optiva Shares, have entered into voting support agreements (the “Shareholder VSAs”) with Qvantel, pursuant to which they have agreed to, among other things, vote all of their Optiva Shares in favour of the Transaction, and (b) certain holders of PIK Notes, holding in the aggregate 83.5% of the issued and outstanding PIK Notes, have entered into voting support agreements with Optiva and Qvantel, pursuant to which they have agreed to, among other things, (i) vote all of their PIK Notes in favour of the Transaction, and (ii) forbear from exercising rights and remedies under the PIK Notes and not to accelerate or enforce repayment of any of the PIK Notes (the “Noteholder VSAs”, collectively with the Shareholder VSAs, the “Voting Support Agreements”).
Except as noted below, the Shareholder VSAs and Noteholder VSAs are subject to customary termination in certain circumstances if the Arrangement Agreement is terminated, including if the Corporation terminates the Arrangement Agreement to accept a superior proposal.
However, EdgePoint, which holds approximately 29.1% of the issued and outstanding Optiva Shares and approximately 74.7% of the issued and outstanding PIK Notes, is party to a Voting Support Agreement which does not terminate in the event the Arrangement Agreement is terminated and instead terminates on the earlier of the closing of the Transaction and 10 days following the outside date of the Arrangement Agreement.
In addition, directors, officers and significant shareholders of Qvantel, holding approximately an aggregate 67.7% of the issued and outstanding Qvantel Shares, have entered into voting support agreements with Optiva and Qvantel, pursuant to which they have agreed to, among other things, vote all of their Qvantel Shares in favour of the Transaction.
The Transaction will constitute a “business combination” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), as such, a majority of the minority vote of the Shareholders will be required to approve the Transaction. Optiva is relying on the “previous arm’s length negotiations” exemption from the requirement under MI 61-101 to obtain a formal valuation of the Optiva Shares. Further details of this exemption will be provided in the Information Circular.
Subject to the satisfaction of all conditions to closing set out in the Arrangement Agreement, it is anticipated that the Transaction will be completed in December 2025. Upon closing of the Transaction, it is expected that the Optiva Shares will be delisted from the TSX and that Optiva will cease to be a reporting issuer under applicable Canadian securities laws. The foregoing summary is qualified in its entirety by the provisions of the respective documents. Copies of the Opinions and a description of the various factors considered by the Special Committee and the Board in their determination to approve the Transaction, as well as other relevant background information, will be included in the Information Circular to be sent to the Shareholders and Noteholders in the coming weeks in advance of the Meetings. The Meetings are expected to be held in late November or early December 2025. Copies of the Information Circular, the Arrangement Agreement (including the Plan of Arrangement) the Voting Support Agreements and certain related documents will be filed with the applicable Canadian securities regulators and will be available on SEDAR+ at www.sedarplus.ca.
Required Early Warning Disclosure
Maple Rock Capital Partners Inc.
Maple Rock previously filed an early warning report in respect of Optiva dated July 20, 2020, as amended by an alternative monthly report dated April 21, 2021. Maple Rock, as a portfolio manager on behalf of accounts it manages, currently has beneficial ownership of, or exercises control or direction over, an aggregate of 1,312,215 Optiva Shares, representing approximately 21.1% of the currently issued and outstanding Optiva Shares. In connection with the closing of the Arrangement, Maple Rock, for and on behalf of the accounts it manages, will dispose all the Optiva Shares it beneficially owns, or over which it exercises control or direction, as at immediately prior to the Effective Time. To the extent the Arrangement is consummated, Maple Rock will not beneficially own or exercise control or direction over any Optiva Shares and accordingly, it will no longer file insider reports in respect of its ownership of Optiva securities except as may be required by applicable law.
An early warning report in respect of Optiva will be filed by Maple Rock with applicable Canadian securities regulatory authorities and will be available on SEDAR+ (www.sedarplus.ca) under Optiva’s issuer profile. To obtain copies of the early warning report filed by Maple Rock, please contact Maple Rock’s Chief Financial Officer, telephone: (416) 572-3899. Maple Rock’s head office is located at 21 St. Clair Avenue East, Suite 1100, Toronto, Ontario, M4T 1L9.
Advisors
Bennett Jones LLP are acting as legal advisor to the Special Committee and Optiva. Raymond James is acting as financial advisor to the Special Committee.
Borden Ladner Gervais LLP and Eversheds Sutherland (International) LLP are acting as legal advisors to Qvantel.
