OTTAWA, Ontario–(BUSINESS WIRE)–Espial Group Inc. (“Espial” or the “Company”) (TSX: ESP) is pleased to announce the successful results of an annual and special meeting of shareholders of Espial, held on May 21, 2019 in Ottawa, Ontario (the “Meeting”), to approve Enghouse Systems Limited’s (“Enghouse”) acquisition of all of the outstanding common shares of Espial (“Common Shares”) for $1.57 in cash per Common Share by way of a plan of arrangement (the “Arrangement”), as previously announced by the Company on March 25, 2019.
A total of 25,160,351 votes were cast at the Meeting, representing 70.94% of the issued and outstanding Common Shares of Espial as of the record date for the Meeting.
The Arrangement and the associated reduction of stated capital required approval of a special resolution by (i) at least 66⅔% of the votes cast by shareholders of the Company present in person or represented by proxy at the Meeting, and (ii) a simple majority of the votes cast by the minority shareholders present in person or represented by proxy at the Meeting (excluding shareholders whose votes are required to be excluded pursuant to MI 61 – 101 Protection of Minority Security Holders in Special Transactions “MI 61-101”)
The special resolution was approved by: (i) an aggregate of 24,794,809 Common Shares, representing 98.65% of the votes cast by shareholders of Espial present in person or represented by proxy at the Meeting, and (ii) an aggregate of 23,898,125 Common Shares, representing 98.6% of the votes cast by shareholders of Espial present in person or represented by proxy at the Meeting, excluding the votes attached to Common Shares required to be excluded pursuant to MI 61-101.
Now that the requisite shareholder approvals for the Arrangement have been obtained, a final order of the Ontario Superior Court of Justice (Commercial List) approving the Arrangement will be sought on May 24, 2019. Provided that the final order is obtained and subject to the satisfaction or waiver of all other conditions specified in the definitive arrangement agreement dated March 22, 2019, it is expected that the Arrangement will be completed on or about May 24, 2019. Following completion of the Arrangement, Espial will cease trading on the TSX and will become a wholly-owned subsidiary of Enghouse.
Also at the Meeting, all of the proposed candidates nominated for election as directors were duly elected by shareholders present or represented by proxy. Detailed results of the vote for the election of directors are set out below:
|Name of Nominee||Votes For|
% Votes For
Shareholders also voted over 99% in favour of appointing KPMG LLP as auditors and authorizing the directors to fix the auditors’ remuneration.
Espial is a public software company, established in 1997 and headquartered in Ottawa, Canada. Espial solutions are used by over 100 video service providers and device manufacturers across US, Canada, Europe & Asia. Espial’s solution portfolio includes client, server and cloud software products along with system integration services to help service providers launch next generation video offerings. Espial’s customers have deployed over 50 million devices, and are serviced through Espial’s global sales, support, and innovation centers. Espial has partnered with leading companies like Netflix, Amazon and Google among others for its Elevate SaaS solution, which is powers cable, IPTV & App-based IP video services for over 30 video service providers. For more information on Espial’s solutions, visit www.Espial.com. For more information about Espial Elevate cloud IPTV platform, visit www.Espial.com/elevate.
Enghouse Systems Limited is a leading global provider of enterprise software solutions serving a variety of vertical markets. Its strategy is to build a more diverse enterprise software company through strategic acquisitions and managed growth within its business sectors: Contact Center, Networks (OSS/BSS) and Transportation/Public Safety. Enghouse shares are listed on the Toronto Stock Exchange (TSX: ENGH). Further information about Enghouse is available at www.enghouse.com.
Notice Regarding Forward Looking Statements
This news release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements include statements with respect to all court approvals and the completion of the Arrangement. The forward-looking statements included in this news release are made as of the date of this news release and neither Espial nor Enghouse undertakes any obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.
Espial Group Inc.
Carl SmithChief Financial Officer613-230-4770 x1127[email protected]