Optiva Announces Shareholder and Noteholder Approval of Going Private Transaction

TORONTO, Nov. 27, 2025 (GLOBE NEWSWIRE) -- Optiva Inc. (TSX: OPT) ("Optiva") is pleased to announce that the shareholders of Optiva (the "Shareholders") and the holders (the "Noteholders") of principal amount of 9.75% senior secured payment-in-kind toggle notes ("PIK Notes") have approved the proposed plan of arrangement (the "Arrangement") involving Qvantel Oy (the "Purchaser") at the special meeting of Shareholders (the "Shareholder Meeting") and special meeting of Noteholders (the "Noteholder Meeting" and collectively with the Shareholder Meeting, the "Meetings") held earlier today.

Pursuant to the Arrangement, (i) the Purchaser will acquire all of the issued and outstanding common shares of Optiva (the "Shares") for a price of C$0.25 per Share, and (ii) the PIK Notes will be cancelled and the Noteholders will ultimately (following all intermediate steps in the Arrangement) be entitled to receive (i) voting shares of the Purchaser (the "Purchaser Shares") representing in aggregate approximately 22.4% of the Purchaser Shares on a non-diluted basis, (ii) secured notes issued by the Purchaser in the aggregate principal amount of US$25 million, subject to adjustment in certain circumstances in accordance with the terms of the Arrangement, (iii) warrants to purchase such number of additional Purchaser Shares as is equal to 3% of the outstanding Purchaser Shares on a non-diluted 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 above a specified target and such accounts are collected within a specified period post-closing, which in each case shall be allocated 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 of the Arrangement.

To be effective, the special resolution approving the Arrangement (the "Arrangement Resolution") required (i) the affirmative vote of at least two-thirds of the votes cast by Shareholders present or represented by proxy at the Shareholder Meeting, (ii) a simple majority of the votes cast by Shareholders present in person or represented by proxy at the Shareholder Meeting, other than the votes cast by EdgePoint Investment Group Inc. and Mr. Robert Stabile, which were excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions ("Minority Shareholders"), and (iii) votes cast by at least two-thirds (66 ⅔%) of the aggregate principal amount of PIK Notes present in person or represented by proxy at the Noteholder Meeting.

At the Meetings, the Arrangement Resolution was approved by: (i) 96.10% of the votes cast by Shareholders, (ii) 93.34% of the votes cast by Minority Shareholders, and (iii) 100% of the votes cast by Noteholders, in each case, present or represented by proxy at the Meetings. Accordingly, all requisite Shareholder and Noteholder approvals required in order to proceed with the Arrangement have been obtained. Additional details of the voting results will be included in a report of voting results to be filed on SEDAR+ (www.sedarplus.ca) under Optiva's issuer profile.

The Arrangement is expected to become effective before the end of the year, subject to, among other things, Optiva obtaining a final order from the Ontario Superior Court of Justice (Commercial List) approving the Arrangement (the "Final Order") and the satisfaction or waiver of certain other customary closing conditions. The Final Order hearing is scheduled to take place on December 2, 2025.

It is expected that, within two to three business days following the completion of the Arrangement, the Shares will be delisted from the Toronto Stock Exchange. Additional details about the Arrangement and the Arrangement Resolution can be found in the management information circular of Optiva dated October 27, 2025, a copy of which is available on SEDAR+ (www.sedarplus.ca) under Optiva's issuer profile.

About Optiva Inc:

Optiva Inc. is a leading provider of mission-critical, cloud-native, agentic AI-powered revenue management software for the telecommunications industry. Its products are delivered globally on the private and public cloud. Optiva's solutions help service providers maximize digital, 5G, IoT and emerging market opportunities to achieve business success. Established in 1999, Optiva Inc. is listed on the Toronto Stock Exchange (TSX:OPT). For more information, visit www.optiva.com.

For additional information, please contact:

Optiva Media and Analyst Relations

Misann Ellmaker

media@optiva.com

Optiva Investor Relations

investors-relations@optiva.com

Cautionary Note – Forward Looking Statements

Certain statements contained in this news release contain "forward-looking information" within the meaning of applicable securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might", "have potential" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking statements." Forward-looking information and statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to a variety of risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Forward-looking information and statements include, but are not limited to, statements regarding the timing and ability of Optiva to implement the Arrangement (if at all); the timing and ability of Optiva to obtain the final order (if at all); the timing and ability of Optiva and the Purchaser to satisfy the conditions precedent to the completion of the Arrangement (if at all); and the timing to delist the Shares of Optiva (if at all).

Although Optiva believes that the expectations reflected in such forward-looking information and statements are reasonable, such information and statements involve risks and uncertainties, and undue reliance should not be placed on such information and statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of Optiva, and its management and board of directors, as of the date hereof. Optiva cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within its control, and there is no assurance that they will prove correct. Consequently, there can be no assurance that the actual results or developments anticipated by Optiva will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, Optiva, the current Shareholders, or its future results and performance of Optiva. For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this news release concerning the Arrangement, see the management information circular of Optiva dated October 27, 2025 available on SEDAR+ (www.sedarplus.ca) under Optiva's issuer profile.

Readers, therefore, should not place undue reliance on any such forward-looking statements. There can be no assurance that the Arrangement will be completed or that it will be completed on the terms and conditions contemplated in this news release. The Arrangement could be modified or terminated in accordance with its terms. Further, the forward-looking information and statements in this news release are based on beliefs and opinions of Optiva at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Optiva disavows and disclaims any obligation to do so except as required by applicable law. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Optiva.

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