- Annual and Special Meeting of Shareholders Scheduled for May 21, 2019.
- Proxy voting deadline is 5 p.m. (Eastern Time) on May 16, 2019.
- All cash consideration represents a significant premium.
OTTAWA, Ontario–(BUSINESS WIRE)–Espial Group Inc. (“Espial” or the “Corporation”), (TSX:ESP) today announced it has commenced the mailing of the management information circular (the “Circular”) and other related materials (collectively, the “Meeting Materials”) to Espial’s shareholders (“Shareholders”) in connection with the annual general and special meeting of Shareholders (the “Meeting”) to approve, among other items, the previously announced arrangement agreement and plan of arrangement (the “Arrangement”) with Enghouse Systems Limited (the “Purchaser”). The Meeting Materials have also been filed with regulators and electronic copies are available on Espial’s website at espial.com and on SEDAR under its profile at www.sedar.com.
The Meeting is scheduled to be held on Tuesday, May 21, 2019 at 10:30 a.m. (Eastern time) at the Lord Elgin Hotel, 100 Elgin Street, Ottawa, Ontario K1P 5K8.
The ArrangementAt the Meeting, Shareholders will be asked to consider and, if deemed advisable, pass a special resolution approving the Arrangement whereby the Purchaser will acquire, directly or indirectly, all of the issued and outstanding common shares of Espial (“Common Shares”) for cash consideration of $1.57 per Common Share. Each holder of options for the purchase of Common Shares will be entitled to receive the “in-the-money” amount of each option (or $0.01 per option, if such option is not “in-the-money”), less applicable withholdings. The cash consideration of $1.57 per Common Share represents a premium of approximately 39% to the closing price of the Common Shares on March 22, 2019, the trading day immediately preceding the announcement of the Arrangement, and approximately 35% based on the 30-day VWAP on such date. Shareholders are encouraged to read the Circular, which contains important information about the Arrangement.
Board RecommendationThe Espial board of directors unanimously recommends that Shareholders vote FOR the Arrangement. In making its recommendation, the Board considered a number of factors as described in the Circular, including the unanimous recommendation of the independent special committee of the Board, consultation with its financial and legal advisors and an independent fairness opinion stating that, based upon and subject to the assumptions, limitations and qualifications set forth therein, the cash consideration is fair, from a financial point of view to the Shareholders.
VotingEspial has obtained an interim order of the Ontario Superior Court of Justice (Commercial List) to authorize the shareholder meeting process in connection with the Arrangement. To be effective, the special resolution must be approved by: (i) at least two-thirds (66⅔%) of the votes cast on the resolution by Shareholders present in person or represented by proxy and entitled to vote at the Meeting; and (ii) not less than a simple majority of the votes cast on the resolution by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding for this purpose the votes attached to Common Shares required to be excluded for majority of the minority approval at the Meeting pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Circular describes the Arrangement and includes certain additional information to assist shareholders in considering how to vote on the special resolution approving the Arrangement.
Shareholders collectively holding 31% of Espial’s issued and outstanding Common Shares (including all directors and senior officers of Espial, who collectively hold approximately 3% of Espial’s issued and outstanding Common Shares) have entered into agreements to support the Arrangement and vote their Common Shares in favour of the Arrangement.
Shareholders are encouraged to carefully read the Meeting Materials in detail and cast their vote in favour of all resolutions prior to the proxy voting cut-off on May 16, 2019, at 5 p.m. (Eastern Time).
Shareholder QuestionsShareholders who have questions or require assistance with voting may contact Espial’s Proxy Solicitation Agent:
Laurel Hill Advisory GroupNorth America toll-free: 1-877-452-7184International: 416-304-0211Email: [email protected]
About EspialEspial 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.
Forward-Looking StatementsThis press release contains “forward-looking statements” about the proposed Arrangement within the meaning of applicable Canada securities legislation. These forwarding-looking statements in this news release are related to, but are not limited to, matters with respect to the timing, completion, approval and results of the Arrangement. Forward-looking statements typically contain statements with words such as “expect”, “anticipate”, “believe”, “foresee”, “could”, “estimate”, “goal”, “intend”, “plan”, “seek”, “strive”, “will”, “may” and “should” and similar expressions. There can be no assurance that the Arrangement will occur or that the anticipated benefits described in the Circular will be realized. The Arrangement is subject to shareholder and court approvals and the fulfilment of certain conditions, and there can be no assurance that any such approvals will be obtained and/or any such conditions will be met. If such conditions are not met, the Arrangement could be terminated. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect Espial’s expectations, based on reasonable assumptions, only as of the date of this news release. Espial disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Carl SmithChief Financial OfficerEspial Group Inc.613-230-4770 x1127