• Optiva is in negotiations with its existing noteholders and certain third parties regarding a potential transaction that would result in the exchange of Optiva's outstanding notes for a combination of shares and new notes of a proforma merged strategic third party (a "Potential Transaction").
• Optiva will continue operating its business as usual, fulfilling all ongoing commitments to customers, employees, and suppliers.
• Based on the proposals received to date, Optiva’s common shareholders are expected to receive nominal consideration for their shares in connection with any Potential Transaction.
  

TORONTO, July 18, 2025 (GLOBE NEWSWIRE) -- Optiva Inc. (TSX: OPT) ("Optiva" or the "Company"), a leader in powering the telecom industry with cloud-native billing, charging and revenue management software on private and public clouds, today announced that it has entered into a support agreement (the "Support Agreement") with holders ("Noteholders") of approximately 85% of its outstanding principal amount of 9.75% senior secured PIK toggle notes due July 20, 2025 (the "Notes").

The Support Agreement provides a 45-day grace period (the "Grace Period") to allow Optiva's special committee of independent directors to conclude negotiations with Noteholders and prospective merger counterparties regarding a Potential Transaction. During the Grace Period, Noteholders who are parties to the Support Agreement have agreed to forbear from exercising any of their rights or remedies in connection with any payment default occurring on the scheduled maturity of the Notes on July 20, 2025 (the "Forbearance"). This Grace Period may be extended at the election of the Noteholders.

Optiva will continue to operate in the ordinary course, upholding its commitments to customers, employees and suppliers. In addition to the Forbearance, the Company has sufficient near-term liquidity, with approximately $12 million cash on hand as of July 13, 2025, to ensure business continuity and the ability to meet its ordinary course financial commitments, including, without limitation, to its customers, employees and suppliers, as it continues to pursue a Potential Transaction.

"We're thankful for the trust our customers place in us and our team's unwavering dedication during this exciting chapter," said Robert Stabile, Chief Executive Officer of Optiva. "The strong momentum we're seeing with new customer wins and product adoption reflects our world-class team and the powerful innovations we've delivered. As we finalize our future ownership structure, we're energized by what lies ahead and confident that our customers will benefit from an even stronger, more dynamic Optiva."

The Potential Transaction under negotiation would include the exchange of all of the outstanding principal amount of the Notes plus accrued interest for a combination of shares and new notes of Optiva and a concurrent merger of Optiva with a strategic third party. Based on the proposals received to date, Optiva common shareholders are expected to receive nominal consideration for their shares in connection with any Potential Transaction.

In connection with the Support Agreement and Forbearance, the repayment of (i) approximately $108.6 million principal amount due on maturity of the Notes on July 20, 2025, and (ii) approximately $5.2 million in accrued interest will no longer be required to be paid as scheduled, and instead is expected to be addressed as part of any Potential Transaction to the extent such transaction is reached within the Grace Period.

There can be no assurance that a definitive agreement with respect to a Potential Transaction will be entered into by Optiva, or if entered into, that any such Potential Transaction will be completed. If a definitive agreement with respect to a Potential Transaction is not reached within the Grace Period, there can be no assurance that the Forbearance will be extended or that an alternative resolution will be available.

Completion of any Potential Transaction will be subject to, among other things, approval of the applicable securityholders of Optiva, other approvals that may be required by the court if the Potential Transaction is structured as a plan of arrangement, Toronto Stock Exchange approval, and the receipt of all necessary regulatory approvals.

This press release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent an exemption from registration under the Securities Act of 1933.

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. The Company'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.

Forward-Looking Statements

This press release may contain forward-looking statements (within the meaning of applicable securities laws), which reflect Optiva's current expectations regarding future events. Forward-looking statements are identified by words such as "believe", "anticipate", "project", "expect", "intend", "plan", "will", "may", "estimate" and other similar expressions. The forward-looking statements in this press release include statements regarding the Company's future liquidity; business continuity; continued and future growth; impact of the Forbearance and the Grace Period; the outcome of negotiations with Noteholders and any third parties; any Potential Transaction including the terms thereof; the ability of the Company to meet commitments to stakeholders and service its obligations as they become due; the impact of any Potential Transaction on the Company and any benefit to stakeholders and any other statements that are not historical fact. The forward-looking statements in this press release are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Several factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Such factors include, among others: the ability of the Company to a definitive agreement in respect of a Potential Transaction; disruptions or changes in the credit or security markets; results of operations; general developments, market and industry conditions; a definitive agreement in respect Potential Transaction not being reached, or a Potential Transaction not being completed (in a timely manner or at all); the ability of the Company to obtain required approvals in respect of any Potential Transaction and expenses incurred by the Company.

Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, Optiva assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

For additional information, please contact:

Current Noteholders: Marwan Kubursi, marwan.kubursi@raymondjames.ca

Media: Misann Ellmaker, media@optiva.com 

Investor Relations: investors-relations@optiva.com