Qvantel Completes Acquisition of Optiva, Creating a Global Leader in AI-Powered Telecom Monetization and Digital Operations

Qvantel Oy announced the successful completion of its acquisition of Optiva Inc., pursuant to a previously announced statutory plan of arrangement under the Canada Business Corporations Act.

The combined company now serves more than 70 operators in over 40 countries and is supported by a global workforce of more than 1,000 professionals across 30 locations. Early market response has been positive, with four new customer contracts signed in the last three months, including a multi-country group deployment across APAC, the Americas, and Europe powered by Qvantel Flex and the Optiva Charging Engine.

Together, Qvantel and Optiva provide one of the industry’s most comprehensive monetization and digital operations portfolios, backed by deep domain expertise. The expanded offering enables operators and MVNOs to accelerate growth, launch digital services faster, increase agility and reduce operational costs through low code/no code configuration and AI-driven automation.

Customers ranging from Tier 1 operators to fast-growing MVNOs will benefit from the broader product suite and enhanced delivery capabilities. The Qvantel Flex Suite, including Optiva’s software, provides no/low code, AI-first, cloud-native architecture giving commercial and product teams greater control over offers, pricing and processes, allowing changes to be made in hours instead of weeks and significantly reducing both time to market and cost of change.

“Telecom has been slow to evolve, but the opportunity ahead is enormous,” said Tero Kivisaari, President, Qvantel. “Today’s customers expect more, AI is opening new possibilities, and enhanced digital services are where the next wave of value will come from. The combination of Qvantel and Optiva creates a future-ready end to end monetization foundation to support that growth. Together, we can help operators close that gap faster and turn that promise into results.”

“There is tremendous excitement across Optiva and among our customers as we join Qvantel and move forward as a single, unified company," said Robert Stabile, CEO, Optiva. “Our collaboration has already resulted in new customer wins and a strong pipeline, clear evidence of demand for our unified strengths and agile approach. With a broader portfolio and shared customer-centric mindset, we’re converting that demand into tangible profitability and growth for operators.”

In connection with the plan of arrangement (the “Arrangement”), among other things: (A) the Purchaser acquired all of the issued and outstanding common shares of Optiva (the "Common Shares") for cash consideration of $0.25 per Common Share (the "Shareholder Consideration"); and (B) all outstanding 9.75% senior secured payment-in-kind toggle notes, in the aggregate principal amount of US$108.6 million (the "PIK Notes"), were cancelled and in consideration therefor the holders thereof (the "Noteholders") received: (i) an aggregate of 11,100,236 voting shares of the Purchaser (the "Purchaser Shares") representing approximately 22.4% of the Purchaser Shares, calculated on a non-diluted basis, (ii) senior secured notes issued by the Purchaser in the aggregate principal amount of US$25 million, and (iii) warrants to purchase up to 2,973,280 additional Purchaser Shares (the “Purchaser Warrants”), (collectively, the "Noteholder Consideration"). The Arrangement became effective earlier today.

Registered shareholders are reminded that, in order to receive the Shareholder Consideration in exchange for their Common Shares, they must complete, sign and return the letter of transmittal (that was printed on yellow paper) to Computershare Investor Services Inc., in its capacity as depositary under the Arrangement (the "Depositary"), together with the certificate(s) or DRS advice(s) representing their Common Shares and such additional documents and instruments as the Depositary may reasonably require in order to receive the Shareholder Consideration that such shareholder is entitled to receive under the Arrangement. If you have any questions or require further information regarding the procedures for receiving the Shareholder Consideration, please contact the Depositary, by telephone at 1-800-564-6253 (toll-free), or by e-mail at corporateactions@computershare.com.

Registered Noteholders are reminded that, in order to receive the Noteholder Consideration in exchange for their PIK Notes, they must complete, sign and return the letter of transmittal (that was printed on blue paper) to the Depositary, together with the certificate(s) or DRS advice(s) representing their PIK Notes and such additional documents and instruments as the Depositary may reasonably require in order to receive the Noteholder Consideration that such Noteholder is entitled to receive under the Arrangement, including a subscription agreement in respect of the Purchaser Shares and the Purchaser Warrants, and an adherence agreement in respect of the shareholders' agreement of the Purchaser. If you have any questions or require further information regarding the procedures for receiving the Noteholder Consideration, please contact the Depositary, by telephone at 1-800-564-6253 (toll-free), or by e-mail at corporateactions@computershare.com.

Non-registered shareholders and Noteholders should receive the consideration to which they are entitled under the Arrangement directly in their brokerage accounts. Non-registered shareholders and Noteholders should contact their broker or other intermediary if they have any questions or require further information regarding the procedures for receiving the consideration to which they are entitled under the Arrangement.

As a result of the completion of the Arrangement, the Common Shares are expected to be delisted from the Toronto Stock Exchange within two business days of closing. In addition, as part of the implementation of the Arrangement, Optiva Inc. was dissolved under the Canada Business Corporations Act and ceased to be a reporting issuer in each of the provinces of Canada.

Further details regarding the Arrangement are set out in Optiva's management information circular dated October 27, 2025 (the "Circular"), which is available on SEDAR+ (www.sedarplus.ca) under Optiva's issuer profile.

Required Early Warning Report Information

Prior to completion of the Arrangement, the Purchaser did not have beneficial ownership of, or control or direction over, any Common Shares. Upon completion of the Arrangement, the Purchaser beneficially owns, or exercises control or direction over, 646,632,618 Common Shares in aggregate, representing 100% of the issued and outstanding Common Shares.

An early warning report will be filed in accordance with applicable securities laws and will be available on Optiva's SEDAR+ profile at www.sedarplus.ca. To obtain a copy of the early warning report, please contact Qvantel, Hermannin rantatie 8, 00580 Helsinki, Finland, Attention: Martin Morgan, at martin.morgan@qvantel.com.

Optiva's head office is located at 2233 Argentia Road, East Tower, Suite 302, Mississauga, Ontario, L5N 2X7.