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. 7)
OPTIMAL GROUP INC.
(Name of Subject Company (Issuer))
Class “A” Shares
(Title of Class of Securities)
68388R208
(CUSIP Number of Class of Securities)
Richard Yanofsky
770 Sherbrooke Street West, Suite 1700
Montréal, Québec, H3A 1G1
514.738.2079
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Charles R. Spector
Fraser Milner Casgrain LLP
1 Place Ville-Marie, 39th Floor
Montréal (Québec) H3B 4M7
(514) 878-8800
This statement is filed in connection with (check the appropriate box):
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a.
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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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The filing of a registration statement under the Securities Act of 1933. |
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c.
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A tender offer. |
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d.
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None of the above. |
Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies: o
Check the following box if the filing is a final amendment reporting the results of the
transaction: þ
CALCULATION OF FILING FEE
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| Transaction Valuation |
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Amount of Filing Fee |
| $11,477,681(1)
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$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 per share price) and (ii) 4,782,367, the maximum number of
Class
“A” shares of Optimal Group Inc. that may be acquired. 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. |
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Amount Previously Paid: $819
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Filing Party: 7293411 Canada Inc. |
Form or Registration No.: Schedule T0-T
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Date Filed: March 31, 2010 |
EXPLANATORY NOTE
This Amendment No. 7 amends Amendment No. 6 to the Rule 13E-3 Transaction Statement filed on
March
31, 2010 with the Securities and Exchange Commission by including the last two items on the cover
page and indicating that Amendment No. 7 is the final amendment. Other than with respect to the
new items on the cover page, no additional changes have been made to amendment 6.
RULE 13E-3 TRANSACTION STATEMENT
This Amendment No. 7 amends and supplements the Rule 13E-3 Transaction Statement (as amended, this
“Transaction Statement”) filed on
March 31, 2010 with the Securities and Exchange Commission
(
“SEC”). This Amendment No. 7 is being filed on behalf of 7293411 Canada Inc., a corporation
incorporated under the laws of Canada (
“Offeror”),
Richard Yanofsky,
Peter Yanofsky, Eric Lau Tung
Ching and
Francis Choi (collectively, the
“Filing Persons”).
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