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
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.