UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
Optimal Group Inc.
(Name of Subject Company)
Optimal Group Inc.
(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 VicePresident, 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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Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
TABLE OF CONTENTS
Item 1. Subject Company Information.
The name of the subject company is Optimal Group Inc. (the Company), a company organized under
the laws of Canada, which has its principal executive offices at 3500 de Maisonneuve Blvd. West,
Suite 800, Montreal, Quebec, Canada, H3Z 3C1. The telephone number of the principal executive
offices of the Company is (514) 738-8885. Capitalized terms used in this Schedule 14D-9 and not
defined in this document shall have the meanings set forth in the Directors Circular dated March
31, 2010 (the Directors Circular) included as Exhibit (a)(1) to this Schedule 14D-9.
The title of the class of equity securities to which this statement relates is the Class A shares
of the Company (the Shares). As of March 31, 2010, there were 5,148,735 Shares issued and
outstanding.
Item 2. Identity and Background of Filing Person.
This Schedule 14D-9 is being filed by the subject company, Optimal Group Inc. The name, address and
telephone number of the Company are set forth in Item 1 above.
This Schedule 14D-9 relates 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 filed by the Offeror, the Company and
Richard Yanofsky with the Securities and Exchange Commission (SEC) on March 31, 2010 (as amended
or supplemented from time to time)(the Schedule TO), to purchase all of the outstanding Shares
not currently owned by 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 (the
Offer to Purchase). Copies of the Offer to Purchase and the related Letter of Transmittal are
attached as Exhibits (a)(2) and (a)(3), respectively, to this Schedule 14D-9 and as exhibits to the
Schedule TO and are being furnished to the Companys shareholders (the Shareholders) concurrently
with this Schedule 14D-9.
As set forth in the Schedule TO, the address of the principal executive offices of the Offeror is
770 Sherbrooke Street West, Suite 1700, Montréal,
Québec, H3A 1G1. The telephone number of the
principal executive offices of the Offeror is (514) 738-2079.
All information concerning the Offeror contained in this Schedule 14D-9 or incorporated by
reference in this Schedule 14D-9 was obtained from reports or statements filed by the Offeror with
the SEC including, without limitation, the Schedule TO, and the Company takes no responsibility for
the accuracy or completeness of such information.
Item 3. Past Contacts, Transactions, Negotiations and Agreements.
Except as set forth or incorporated by reference in this Item 3, there are no material agreements,
arrangements or understandings and no actual or potential conflicts of interest between the Company
or its affiliates and (a) its executives officers, directors or affiliates or (b) the Offeror, its
executive officers, directors or affiliates. The information set forth in the Directors Circular
under the captions Background to the Offer,
Interests of Directors, Executive Officers and Others in the
Transaction, Ownership of Securities of Optimal, Ownership of
Securities of the Offeror, Relationship Between the Offeror and Directors and Officers of
Optimal, Arrangements Between Optimal and Directors and Officers of Optimal, Arrangements
Between the Offeror and Security Holders of Optimal and Interests of Certain Persons in Material
Contracts with the Offeror is incorporated in this document by reference.
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Item 4. The Solicitation or Recommendation.
The information set forth in the Directors Circular under
the captions Recommendation of the Special Committee,
Recommendation of the Board of Directors, Summary of Valuation
and Fairness Opinion and Intentions with Respect to the Offer is incorporated in this document
by reference.
Item 5. Persons/Assets, Retained, Employed, Compensated or Used.
The information set forth in the Directors Circular under
the captions Background to the Offer,
Recommendation of the Special Committee and
Recommendation of the Board of Directors and in the Offer to Purchase under the caption Expenses of the Offer is
incorporated in this document by reference. The Company has not retained anyone to make
solicitations on its behalf in connection with the Offer.
Item 6. Interest in Securities of the Subject Company.
Except as set forth or incorporated by reference in this document, no transactions in the Shares
have been effected during the past 60 days by the Company or by any executive officer, director,
affiliate or subsidiary of the Company. The information set forth in the Directors Circular under
the captions Trading in Securities of Optimal and Issuance of Securities of Optimal is
incorporated in this document by reference.
Item 7. Purposes of the Transaction and Plans or Proposal.
Except as indicated in Items 3 and 4 above, no negotiations are being undertaken or are underway by
the Company in response to the Offer which relate to a tender offer or other acquisition of the
Companys securities by the Company, any subsidiary of the Company or any other person.
Except as indicated in Items 3 and 4 above, no negotiations are being undertaken or are underway by
the Company in response to the Offer which relate to, or would result in, (i) an extraordinary
transaction, such as a merger, reorganization or liquidation, involving the Company or any
subsidiary of the Company, (ii) a purchase, sale or transfer of a material amount of assets of the
Company or any subsidiary of the Company, or (iii) any material change in the present dividend rate
or policy, or indebtedness or capitalization of the Company.
Except as indicated in Items 3 and 4 above, there are no transactions, board resolutions,
agreements in principle or signed contracts in response to the Offer that relate to or would result
in one or more of the matters referred to in this Item 7.
Item 8. Additional Information.
The information set forth in the Directors Circular under the captions Support Agreement and
Statutory Rights is incorporated in this document by reference.
Item 9. Exhibits.
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Exhibit No.
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Description
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(a)(1)
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Directors Circular, including the Fairness Opinion
prepared by Genuity Capital Markets dated March 16, 2010.
(1)(2)
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(a)(2)
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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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Exhibit No.
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Description
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(a)(3)
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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)(4)
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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)(5)
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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)(6)
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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)(7)
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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).
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(e)(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 Companys Form 8-K filed on March 23,
2010).
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(e)(2)
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Disclosure Letter for Support Agreement dated March 16,
2010 (incorporated by reference to Exhibit 2.2 of the
Companys Form 8-K filed on March 23, 2010).
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(e)(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
Companys Form 8-K filed on March 23, 2010).
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(e)(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).
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(g)
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Not applicable.
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(1)
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Included in materials mailed to Shareholders.
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(2)
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Filed herewith.
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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 Wechsler
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By:
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Neil Wechsler
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Title:
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Co-Chairman and Chief Executive Officer
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Date: March 31, 2010
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EXHIBIT INDEX
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Exhibit No.
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Description
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(a)(1)
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Directors Circular, including the Fairness Opinion
prepared by Genuity Capital Markets dated March 16, 2010.
(1)(2)
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(a)(2)
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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)(3)
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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)(4)
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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)(5)
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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)(6)
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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)(7)
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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).
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(e)(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 Companys Form 8-K filed on March 23,
2010).
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(e)(2)
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Disclosure Letter for Support Agreement dated March 16,
2010 (incorporated by reference to Exhibit 2.2 of the
Companys Form 8-K filed on March 23, 2010).
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(e)(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
Companys Form 8-K filed on March 23, 2010).
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(e)(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).
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(g)
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Not applicable.
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(1)
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Included in materials mailed to Shareholders.
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(2)
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Filed herewith.
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