Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:o

 

 

This Amendment No. 2 amends and restates the Tender Offer Statement and Rule 13E-3 Transaction Statement (as amended, this “Schedule TO”) filed on March 31, 2010 with the Securities and Exchange Commission (“SEC”) and relates to the offer by 7293411 Canada Inc., a corporation incorporated under the laws of Canada (“Offeror”), to purchase up to all of the outstanding Class “A” shares (the “Shares”) of Optimal Group Inc., a corporation incorporated under the laws of Canada (“Optimal”), 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 $2.40 per Share, on the terms and subject to the conditions specified in the Notice of Change and Variation and Amended and Restated Offer to Purchase, dated March 31, 2010, as amended on May 6, 2010 (the “Offer to Purchase”) and the related Letter of Transmittal dated March 31, 2010, copies of which are attached hereto as Exhibits (a)(1)(F) and (a)(1)(B) (which, together with any amendments or supplements from time to time thereto, constitute the “Offer”). This Amendment No. 2 is being filed on behalf of Offeror, Richard Yanofsky, Peter Yanofsky, Eric Lau Tung Ching and Francis Choi. The Offer is being made by the Offeror and is being made on behalf of Richard Yanofsky, Peter Yanofsky, Eric Lau Tung Ching and Francis Choi.

The information in the Offer to Purchase is incorporated herein by reference.

The information set forth in the section of the Offer to Purchase entitled “Summary” is incorporated herein by reference.

(a) Optimal is the subject company. The information set forth in the section of the Offer to Purchase entitled “Circular – Section 2 – Optimal” is incorporated herein by reference.

(b) and (c) The information set forth in the section of the Offer to Purchase entitled “Circular – Section 9 – Information Concerning the Shares” is incorporated herein by reference.

(a) through (c) Offeror, Richard Yanofsky, Peter Yanofsky, Eric Lau Tung Ching and Francis Choi are “filing persons” for Schedule 13E-3 purposes. The information set forth in the section of the Offer to Purchase entitled “Circular – Section 1 –The Offeror” is incorporated herein by reference.

(a) The information set forth in the Offer to Purchase is incorporated herein by reference.

(a) and (b) The information set forth in the sections of the Offer to Purchase entitled “Special Factors – Section 1 – Background to the Offer” and “Circular – Section 3 – Agreements Relating to the Offer” is incorporated herein by reference.

(a) and (c)(1) through (7) The information set forth in the sections of the Offer to Purchase entitled “Special Factors – Section 3 – Purpose of the Offer and the Offeror’s Plans for Optimal” and “Circular – Section 13 – Acquisition of Shares Not Tendered in the Offer” is incorporated herein by reference.

(a), (b) and (d) The information set forth in the section of the Offer to Purchase entitled “Circular – Section 8 – Source of Funds” is incorporated herein by reference.

(a) The information set forth in the section of the Offer to Purchase entitled “Circular – Section 1 – The Offeror” is incorporated herein by reference.

(b) Not applicable.

(a) The information set forth in the section of the Offer to Purchase entitled “Circular – Section 21 – Expenses of the Offer” is incorporated herein by reference.

(a) Not material.

(b) Not material.

(a) The information set forth in the sections of the Offer to Purchase entitled “Circular – Section 12 – Regulatory Matters,” “Circular – Section 13 – Acquisition of Shares Not Tendered in the Offer,” “Circular – Section 14 – Effect of the Offer on the Market for the Listing of Shares and Status as a Reporting Issuer,” “Circular – Section 17 – Statutory Rights,” and “Circular – Section 20 – Legal Matters” is incorporated herein by reference.

The Shares are currently not “margin securities” under the regulations of the Board of Governors of the Federal Reserve System, which regulations have the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares for the purpose of buying, carrying or trading in securities (“Purpose Loans”). The factors considered in making such a determination include the number of record holders of Shares and the number and market value of publicly held Shares. Following the purchase of Shares pursuant to the Offer, the Shares will continue to not constitute “margin securities” for purposes of the Federal Reserve Board of Governors’ margin regulations, and, therefore, may not be used as collateral for Purpose Loans made by brokers.

(b) The information set forth in the Offer to Purchase is incorporated herein by reference.

The following sets forth information required by Schedule 13E-3 that has not already been set forth in Items 1 through 12 above. The information set forth in the Offer to Purchase is incorporated herein by reference to the items required by Schedule 13E-3.

(d) The information set forth in the section of the Offer to Purchase entitled “Circular – Section 10 – Dividends and Dividend Policy” is incorporated herein by reference.

(e) Not applicable.

(f) Not applicable.

(c) Not applicable.

(d) The information set forth in the section of the Offer to Purchase entitled “Circular – Section 13 – Acquisition of Shares Not Tendered in the Offer” is incorporated herein by reference.

(e) The information set forth in the section of the Offer to Purchase entitled “Circular – Section 6 – Arrangements, Agreements or Understandings” is incorporated herein by reference.

(f) Not applicable.

(c) The information set forth in the sections of the Offer to Purchase entitled “Special Factors – Section 1 – Background to the Offer” and “Circular – Section 3 – Agreements Relating to the Offer” is incorporated herein by reference.

(e) The information set forth in the section of the Offer to Purchase entitled “Circular – Section 3 – Agreements Relating to the Offer” is incorporated herein by reference.

(b) The information set forth in the section of the Offer to Purchase entitled “Special Factors – Section 3 – Purpose of the Offer and the Offeror’s Plans for Optimal” is incorporated herein by reference.

(c)(8) The information set forth in the sections of the Offer to Purchase entitled “Circular – Section 9 – Information Concerning the Shares” and “Circular – Section 14 – Effect of the Offer on the Market for the Listing of Shares and Status as a Reporting Issuer” is incorporated herein by reference.

(a) through (c) The information set forth in the sections of the Offer to Purchase entitled “Special Factors – Section 1 – Background to the Offer” and “Special Factors – Section 2 – Reasons to Accept the Offer” is incorporated herein by reference.

(d) The information set forth in the sections of the Offer to Purchase entitled “Special Factors – Section 2 – Reasons to Accept the Offer,” “Circular – Section 14 – Effect of the Offer on the Market for the Listing of Shares and Status as a Reporting Issuer,” “Circular – Section 15 – Certain Canadian Federal Income Tax Considerations” and “Circular – Section 16 – Certain U.S. Federal Income Tax Considerations” is incorporated herein by reference.

(a) and (b) The information set forth in the section of the Offer to Purchase entitled “Special Factors – Section 2 – Reasons to Accept the Offer” is incorporated herein by reference.

(c) The Offer is not conditioned on receiving the approval of a majority of unaffiliated shareholders of Optimal. The information set forth in the section of the Offer to Purchase entitled “The Offer – Section 4 – Conditions of the Offer” is incorporated herein by reference.

(d) Offeror has not retained an unaffiliated representative for the purpose of representing unaffiliated security holders in negotiating the terms of the Offer or preparing a report concerning the fairness of the Offer. The information set forth in the section of the Offer to Purchase entitled, “Special Factors – Section 1 – Background to the Offer” is incorporated herein by reference.

(e) The Offer has been approved by a majority of the Directors of Optimal who are not employees of Optimal. The information set forth in the section of the Offer to Purchase entitled, “Special Factors – Section 1 – Background to the Offer” is incorporated herein by reference.

(f) The information set forth in the sections of the Offer to Purchase entitled “Special Factors – Section 1 – Background to the Offer” and “Special Factors – Section 2 – Reasons to Accept the Offer” is incorporated herein by reference.

(a) and (b) The information set forth in the sections of the Offer to Purchase entitled “Special Factors – Section 1 – Background to the Offer,” “Special Factors – Section 2 – Reasons to Accept the Offer,” “Special Factors – Section 4 –Valuation” and “Special Factors – Section 5 – Fairness Opinion” is incorporated herein by reference.

(c) The information set forth in the sections of the Offer to Purchase entitled “Special Factors – Section 4 –Valuation” and “Special Factors – Section 5 – Fairness Opinion” is incorporated herein by reference.

(c) The information set forth in the section of the Offer to Purchase entitled “Circular – Section 19 – Expenses of the Offer” is incorporated herein by reference.

(d) As disclosed in the Directors’ Circular of Optimal filed on March 31, 2010 with the SEC on Schedule 14D-9, the voting

members of the Board of Directors of Optimal (consisting of Mr. Tommy Boman, Mr. James S. Gertler, Mr. Jonathan J. Ginns, Mr. Henry M. Karp and Mr. Thomas D. Murphy) have unanimously concluded that the consideration offered under the Offer is fair from a financial point of view to Shareholders (other than the Offeror and its Joint Actors) and recommend that Shareholders accept the Offer and tender their Shares to the Offer. Both Mr. Holden L. Ostrin and Mr. Neil S. Wechsler formally declared their respective interests in and did not participate in deliberations on, and abstained from voting in respect of resolutions relating to, the Offer.

(e) As disclosed in the Directors’ Circular of Optimal filed on March 31, 2010 with the SEC on Schedule 14D-9, each of the Directors and officers of Optimal has indicated that, as at the date of the Offer, he or she intends to accept the Offer and tender all of his or her Shares under the Offer.

(a)(1) The audited consolidated financial statements of Optimal as of and for the fiscal years ended December 31, 2008 and December 31, 2009 are incorporated herein by reference to Optimal’s Annual Report on Form 10-K for the year ended December 31, 2009.

(a)(2) The consolidated financial statements of Optimal as of and for the quarter ended December 31, 2009 are incorporated herein by reference to Optimal’s Annual Report on Form 10-K for the year ended December 31, 2009.

(3) The information set forth in Annex A is incorporated herein by reference.

(4) The information set forth in Annex A is incorporated herein by reference.

(b) Not material.

(b) The information set forth in the section of the Offer to Purchase entitled “Circular – Section 19 – Expenses of the Offer” is incorporated herein by reference.

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.

Date: May 6, 2010

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.

Date: May 6, 2010

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.

Date: May 6, 2010

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.

Date: May 6, 2010

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.

Date: May 6, 2010

2008: -167.52

2009: -137.91

$4.22