Press release

Independent Proxy Advisory Firms, ISS and Glass Lewis, Support Approval of the Acquisition of Espial by Enghouse Systems Limited

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Espial Group Inc. (“Espial”), (TSX: ESP) is pleased to report
that, in respect of the upcoming annual general and special meeting of
Espial’s shareholders (“Shareholders”), being held on Tuesday,
May 21, 2019 at 10:30 a.m. (Eastern time), Institutional Shareholder
Services, Inc. (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”)
have each recommended that Shareholders vote in favour of the proposed
plan of arrangement, (the “Arrangement”), whereby Enghouse
Systems Limited (the “Purchaser”) will acquire all of the issued
and outstanding common shares of Espial (the “Common Shares”).
ISS and Glass Lewis are two leading, independent proxy advisory firms
who provide corporate governance analyses and make voting
recommendations to their subscribers who are Espial investors.

Recommendation to Shareholders

In reaching its conclusion, ISS noted that, “The Arrangement makes sense
as the purchase price represents a significant premium, and the cash
consideration provides immediate liquidity and certainty of value.
Furthermore given, the Purchaser’s financial capability and the absence
of any financing or purchaser shareholder approval condition, there is
certainty of completion. As the market reaction was favourable and there
are no significant governance concerns, shareholder approval of this
resolution is warranted.”

Glass Lewis noted in its report, “The proposed consideration constitutes
an attractive exit for the Company’s disinterested shareholders
following significant corrections in the Company’s trading price,
reflecting the realities of its revenue model transition and cost
structure. In light of the foregoing factors, as well as the committee
and board’s unanimous support, we believe the proposed acquisition is in
the best interests of shareholders.”


The proxy voting deadline is Thursday, May
16, 2019, at 5 p.m. (Eastern Time).

Shareholders are encouraged to vote today using the internet, telephone
or facsimile.

The Espial board of directors UNANIMOUSLY recommends that
Shareholders vote FOR the proposed resolutions.

Shareholder Information and Questions
Espial Shareholders
who have questions about the Circular or require assistance with voting
may contact Espial’s Proxy Solicitation Agent:

Laurel Hill Advisory Group
North America toll-free:
International Collect Calls: 1-416-304-0211

About Espial
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
For more information about Espial Elevate cloud IPTV platform, visit

Forward-Looking Statements
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 information circular delivered to
shareholders 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.