- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
June 15 2010 - 3:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Optimal Group Inc.
(Name of Subject Company)
Optimal Group Inc.
Neil S. Wechsler
Gary S. Wechsler
Holden L. Ostrin
(Name of Person(s) Filing Statement)
Class “A” shares
(Title of Class of Securities)
68388R208
(CUSIP Number of Class of Securities)
Leon P. Garfinkle
Senior Vice–President, General Counsel and Secretary
Optimal Group Inc.
3500 de Maisonneuve Blvd. West, Suite 800,
Montreal, Quebec, Canada, H3Z 3C1
(514) 738-8885
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the
Person(s) Filing Statement)
Copies to:
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Warren M. Katz, Esq.
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Jason J. Comerford, Esq.
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Stikeman Elliott LLP
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Osler, Hoskin & Harcourt LLP
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1155 René-Lévesque Blvd. West, 40th Floor
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620 8
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Avenue, 36
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Floor
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Montréal, Québec H3B 3V2
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New York, New York 10036
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(514) 397-3000
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(212) 867-5800
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This statement is filed in connection with (check the appropriate box):
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a.
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¨
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The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
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b.
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¨
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The filing of a registration statement under the Securities Act of 1933.
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c.
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o
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A tender offer.
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d.
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þ
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies:
¨
Check the following box if the filing is a final amendment reporting the results of the
transaction:
o
CALCULATION OF FILING FEE
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Transaction valuation
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$
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11,477,681
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(1)
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Amount of filing fee
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$819 (2)
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(1)
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Estimated solely for purpose of calculating the amount of the filing fee in accordance with
the Securities Exchange Act of 1934 based on the product of (i) $2.40 (i.e., the tender offer
price) and (ii) 4,782,367, the maximum number of Class “A” shares of Optimal Group Inc. that
may be tendered pursuant to the tender offer. Such number of Shares represents the 5,148,735
Shares outstanding as of March 17, 2010 and 191,400 shares of Optimal Group Inc. Class “A”
shares issuable upon the exercise of outstanding options and warrants, less the 405,576 Class
“A” shares and 152,192 shares issuable upon the exercise of warrants already beneficially
owned by 7293411 Canada Inc., its joint actors and its affiliates and associates.
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(2)
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The amount of the filing fee calculated in accordance with the Securities Exchange Act of
1934, as amended, equals $71.30 for each $1,000,000 of value. The filing fee was calculated in
accordance with Rule 0-11 under the Securities Exchange Act of 1934 and Fee Rate Advisory #3
for Fiscal Year 2010, issued October 30, 2009.
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þ
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Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
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Amount Previously Paid:
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$819
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Filing Party:
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7293411 Canada Inc.
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Form or Registration
No.:
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Schedule TO-T
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Date Filed:
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March 31, 2010
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This
Amendment No. 4 (this “Amendment”) amends and supplements the Schedule 13E-3 Transaction
Statement (the “Schedule 13E-3”) initially filed with the Securities and Exchange Commission (the
“SEC”) on April 6, 2010 on behalf of Optimal Group Inc. (the “Company”), a company organized under
the laws of Canada, relating to the offer made by 7293411 Canada Inc. (the “Offeror”), a
corporation established by Mr. Richard Yanofsky, President of WowWee Canada Inc., disclosed in the
Tender Offer Statement and Rule 13E-3 Transaction Statement on
Schedule TO initially filed with the SEC on
March 31, 2010, as amended and supplemented (the
“Schedule TO”), on behalf of the Offeror, Richard
Yanofsky, Eric Lau Tung Ching, Francis Choi and Peter Yanofsky
(collectively, the “Bidders”) in
connection with the Offeror’s offer to purchase (the
“Offer”) all of the outstanding Class “A” shares of the
Company (the “Shares”) not currently owned by the Offeror and its joint actors, including Shares
that may become outstanding on the conversion, exchange or exercise of options or warrants, at a
price of US$2.40 per Share, subject to the terms and conditions set forth in the Offer to Purchase
dated March 31, 2010, as amended and restated on May 6,
2010, as further amended on May 12, 2010 (the “Amended Offer to Purchase”),
which is incorporated by reference into the Schedule TO. On expiry of the Offer on May 21, 2010, the Offeror took up and paid for 3,874,086 Shares. The
total number of Shares taken up by the Offeror represents approximately 75% of the issued and outstanding Shares.
This Amendment relates to the amalgamation (the “Amalgamation”) of the Company and
7533403 Canada Inc. (“Subco”), a wholly-owned subsidiary of the Offeror, contemplated by the
Notice of Special Meeting of Shareholders to be held on July 9, 2010 and Management
Information Circular attached hereto as Exhibit (a)(5)(A) (the “Circular”). The Amalgamation is
the second and final step in the Offeror’s acquisition of the Company. The Circular notifies the
holders of Shares (the “Shareholders”) that the Company will hold a special meeting on July 9,
2010 to vote upon a special resolution approving the Amalgamation. Because the Offeror now
holds approximately 83% of the issued and outstanding Shares and has
indicated that it intends to vote in favor of the Amalgamation, the
Amalgamation is expected to be approved by the Shareholders.
As of the effective date of the Amalgamation, the Company and Subco will amalgamate and
continue as one corporation under the
Canada Business Corporations Act
(“Amalco”). As a
result of the Amalgamation, the property of both the Company and Subco will become the
property of Amalco and Amalco will continue to be liable for the obligations of both the
Company and Subco. Immediately after the Amalgamation, Amalco will continue to carry on the
operations of the Company and will have the same assets and liabilities as the Company and
Subco. In connection with the Amalgamation, the Shareholders (other than certain dissenting
shareholders and the Offeror and its joint actors) will receive $2.40 cash for their Shares, which
payment will be funded directly or indirectly by the Offeror.
The
information in the Schedule 13E-3, as amended and supplemented, is incorporated in this Amendment by reference to all of the
applicable items in the Schedule 13E-3, as amended and supplemented, except that such information is hereby amended and
supplemented to the extent specifically provided herein.
All information contained in, or incorporated by reference into,
this Amendment concerning each of the Company, Holden L. Ostrin, Neil S. Wechsler and Gary S. Wechsler and the Bidders was
supplied by such person, each of whom takes no responsibility for the accuracy or completeness of information relating to
any of the other persons.
2
Item 16 of the Schedule 13E-3 is hereby amended and supplemented by adding the following:
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Exhibit No.
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Description
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(a)(5)(A)
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Notice of Special Meeting of Shareholders to be held on July 9, 2010 and Management Information Circular, dated June 10, 2010.
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(a)(5)(B)
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Letter of Transmittal for Class “A” Shares of the Company, dated June 10, 2010.
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3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
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OPTIMAL GROUP INC.
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/s/ Neil S. Wechsler
By: Neil Wechsler
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Title: Co-Chairman and Chief Executive Officer
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/s/ Neil S. Wechsler
Neil S. Wechsler
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/s/ Gary S. Wechsler
Gary S. Wechsler
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/s/ Holden L. Ostrin
Holden L. Ostrin
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Date:
June 15, 2010
EXHIBIT INDEX
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Exhibit No.
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Description
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(a)(1)(A)
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Offer to Purchase, dated March 31, 2010 (incorporated by
reference to Exhibit (a)(1)(A) of the Schedule TO filed by
the Offeror, the Company and Richard Yanofsky on March 31,
2010). (1)
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(a)(1)(B)
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Letter of Transmittal, dated March 31, 2010 (incorporated
by reference to Exhibit (a)(1)(B) of the Schedule TO filed
by the Offeror, the Company and Richard Yanofsky on March
31, 2010). (1)
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(a)(1)(C)
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Notice of Guaranteed Delivery (incorporated by reference
to Exhibit (a)(1)(C) of the Schedule TO filed by the
Offeror, the Company and Richard Yanofsky on March 31,
2010). (1)
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(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated by reference to
Exhibit (a)(1)(D) of the Schedule TO filed by the Offeror,
the Company and Richard Yanofsky on March 31, 2010). (1)
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(a)(1)(E)
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Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (incorporated by
reference to Exhibit (a)(1)(E) of the Schedule TO filed by
the Offeror, the Company and Richard Yanofsky on March 31,
2010). (1)
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(a)(1)(F)
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Notice of Change and Variation and Amended and Restated
Offer to Purchase for Cash, dated May 6, 2010
(incorporated by reference to Exhibit (a)(1)(F)
of Amendment No. 2 to Schedule TO filed by the
Offeror, Richard Yanofsky, Peter Yanofsky, Eric Lau Tung
Ching and Francis Choi on May 6, 2010). (1)
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(a)(2)(A)
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Directors’ Circular, dated March 31, 2010 (incorporated by
reference to Exhibit (a)(1) of the Schedule 14D-9 filed by
the Company on March 31, 2010). (1)
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(a)(2)(B)
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Press Release issued by the Company, dated March 17, 2010
(incorporated by reference to Exhibit 99.1 of the Schedule
TO-C filed by the Offeror and the Company on March 17,
2010). (1)
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(a)(2)(C)
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Joint Press Release issued by the
Company and the Offeror, dated May 21, 2010. (1)
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(a)(5)(A)
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Notice of Special Meeting of Shareholders to be held on July 9, 2010 and Management Information Circular, dated June 10, 2010. (2)
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(a)(5)(B)
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Letter of Transmittal for Class “A” Shares of the Company, dated June 10, 2010. (2)
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(b)(1)
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Loan Agreement, dated February 24, 2010, by and among
Francis Choi and the Offeror (incorporated by reference to
Exhibit 1 of the Offeror’s Schedule 13D filed on March 23,
2010). (1)
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(b)(2)
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Deed of Guarantee and Indemnity, dated February 24, 2010,
by Peter Yanofsky, Richard Yanofsky and Eric Lau Tung
Ching in favour of Francis Choi (incorporated by reference
to Exhibit (b)(2) of the Schedule TO filed by the Offeror,
the Company and Richard Yanofsky on March 31, 2010). (1)
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(c)(1)
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Opinion of Genuity Capital Markets to the Special
Committee of the Board of Directors of the Company, dated
March 16, 2010 (incorporated by reference to Exhibit
(c)(1) of the Schedule TO filed by the Offeror, the
Company and Richard Yanofsky on March 31, 2010). (1)
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(c)(2)
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Valuation Report of PricewaterhouseCoopers LLP, dated
March 12, 2010 (incorporated by reference to Exhibit
(c)(2) of the Schedule TO filed by the Offeror, the
Company and Richard Yanofsky on March 31, 2010). (1)
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(c)(3)
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Presentation of Genuity Capital Markets to the Special
Committee of the Board of Directors of the Company, dated
January 27, 2010. (1)
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(c)(4)
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Presentation of Genuity Capital Markets to the Special
Committee of the Board of Directors of the Company, dated
February 2, 2010. (1)
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Exhibit No.
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Description
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(d)(1)
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Support Agreement, dated March 16, 2010, between the
Company and the Offeror (incorporated by reference to
Exhibit 2.1 of the Company’s Form 8-K filed on March 23,
2010). (1)
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(d)(2)
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Disclosure Letter for Support Agreement dated March 16,
2010 (incorporated by reference to Exhibit 2.2 of the
Company’s Form 8-K filed on March 23, 2010). (1)
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(d)(3)
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Settlement Agreement, dated March 17, 2010, among Holden L
Ostrin, Neil Wechsler, Gary Wechsler and the Offeror
(incorporated by reference to Exhibit 10.1 of the
Company’s Form 8-K filed on March 23, 2010). (1)
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(d)(4)
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Joint Bid Agreement, dated March 31, 2010, among Peter
Yanofsky, Richard Yanofsky, Eric Lau, Francis Choi and the
Offeror (incorporated by reference to Exhibit (e)(4) of
the Schedule TO filed by the Offeror, the Company and
Richard Yanofsky on March 31, 2010). (1)
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(f)
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Sections 206 to 206.1 of the Canada Business Corporations
Act (incorporated by reference to Exhibit (f)(1) of the
Schedule TO filed by the Offeror, the Company and Richard
Yanofsky on March 31, 2010). (1)
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(g)
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Not applicable.
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(1)
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Previously filed.
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(2)
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Filed herewith.
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