MONTREAL, QUEBEC -- (Marketwire) -- 02/03/09 -- Optimal Group Inc. (NASDAQ: OPMR) today announced that Optimal Payments Corp., a wholly owned subsidiary of Optimal Group, has entered into an option agreement with United Bank Card, Inc., giving to Optimal Payments the right to cause United Bank Card to purchase, and giving to United Bank Card the right to cause Optimal Payments to sell, a portfolio of residual payments from merchants processing credit card-present transactions. The portfolio represents in excess of 5,000 merchant locations.
Under the terms of the option agreement and related agreements entered into by the parties, the purchase price for the portfolio is US$11 million. Until either party has exercised its right to cause the completion of a purchase and sale transaction, United Bank Card will continue to service the portfolio and Optimal Payments will continue to receive residual payments from the portfolio and pay a service fee to United Bank Card for its services. The aggregate amount of residuals earned by Optimal Payments, net of the aggregate service fees paid, will be set off against and will reduce the purchase price monthly until the completion of a purchase and sale transaction. The adjusted purchase price will be increased monthly by a notional rate of interest.
Optimal Payments' right to cause United Bank Card to purchase the portfolio may be exercised any time on or after February 2, 2011. United Bank Card's right to cause Optimal Payments to sell the portfolio may be exercised at any time up to December 31, 2014.
United Bank Card has also issued a warrant to Optimal Payments, exercisable for nominal consideration, giving Optimal Payments the right to acquire treasury shares of United Bank Card representing up to three and one-half percent of the outstanding shares of United Bank Card if the purchase and sale transaction has not been completed prior to specified dates. Upon exercise of the warrant, Optimal Payments shall have co-sale (tag-along) rights with the other shareholders of United Bank Card and the right to cause United Bank Card to repurchase all shares held by Optimal Payments on or after the day that is 32 months following the completion of the portfolio purchase and sale transaction, at the then fair market value of such shares.
Optimal Group Inc. has operated and, through various subsidiaries, has actively managed a variety of businesses.
Optimal Group Inc. currently operates:
The WowWee group of companies, with operations in Hong Kong, Carlsbad, California, Brussels, Belgium and Montreal, Quebec.
