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
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.
At 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.
The 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.
Espial 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).
Shareholders who have questions
or require assistance with voting may contact Espial’s Proxy
Laurel Hill Advisory Group
North America toll-free:
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.
This 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.