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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Optimal Grp. CL a (MM) | NASDAQ:OPMR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.38 | 0 | 01:00:00 |
Transaction Valuation | Amount of Filing Fee | ||||
$11,477,681(1) | $819(2) | ||||
(1) | 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. | |
(2) | 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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Check the box if any part of the fee is offset as provided by 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.
|
Amount Previously Paid: $819
|
Filing Party: 7293411 Canada Inc. | |
Form or Registration No.: Schedule T0-T
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Date Filed: March 31, 2010 |
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
|
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third-party tender offer subject to Rule 14d-1. | |
o
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issuer tender offer subject to Rule 13e-4. | |
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going-private transaction subject to Rule 13e-3. | |
o
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amendment to Schedule 13D under Rule 13d-2. |
The Special Committee was authorized to solicit other offers, however, any final decision to proceed with, or make a recommendation in respect of, any such other offers was to be subject to the approval of the Board of Directors. |
On February 9, 2010, PwC provided an initial draft of the Valuation to the Special Committee which contained a valuation range from $1.96 to $2.69, based on information available to PwC as of February 9, 2010. |
On March 12, 2010, PwC provided an updated draft of the Valuation to the Special Committee members. PwCs conclusion contained a valuation range between $2.01 and $2.55 as a result of updated information, as compared to the February 9, 2010 draft, relating to the terms of the Support Agreement, severance payments to Optimal employees other than the Senior Management Filing Persons, financial results for the year ended December 31, 2009 and product orders. |
On March 16, 2010, a revised draft of the Valuation was sent to the Special Committee members, which did not contain significant changes compared to the March 12, 2010 draft. PwCs conclusion contained in the Valuation retained the valuation range of $2.01 to $2.55. |
The foregoing list of factors includes the material factors considered by the Offeror Filing Persons. |
The foregoing list of factors includes the material factors considered by the Senior Management Filing Persons. |
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7293411 CANADA INC.
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/s/ Richard Yanofsky | ||||
By: Richard Yanofsky | ||||
Title: | President | |||
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/s/ Richard Yanofsky | ||||
Richard Yanofsky | ||||
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/s/ Peter Yanofsky | ||||
Peter Yanofsky | ||||
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/s/ Eric Lau Tung Ching | ||||
Eric Lau Tung Ching | ||||
6
/s/ Francis Choi | ||||
Francis Choi | ||||
7
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