Espial Group Inc. ("Espial" or the "Company"), (TSX:ESP) and
Enghouse Systems Limited (TSX:ENGH), jointly announced that they
have entered into an arrangement agreement (the "Arrangement
Agreement") pursuant to which Enghouse has agreed to acquire all of
the issued and outstanding common shares of Espial (the "Espial
Shares") by way of a statutory plan of arrangement under the Canada
Business Corporations Act (the "Transaction").
The Arrangement Agreement
Under the terms of the Arrangement Agreement, each Espial
shareholder (a "Shareholder") will receive cash consideration of
C$1.57 for each Espial Share held (the "Consideration"), valuing
Espial’s total equity at approximately C$56.5 million. All holders
of outstanding stock options of Espial will be entitled to receive
the “in-the-money” value of such stock options, less applicable
withholdings. The Consideration represents a 39% premium to the
closing price of the Espial Shares on the Toronto Stock Exchange
(the "TSX") on March 22, 2019 and a 35% premium to the volume
weighted average price ("VWAP") of the Espial Shares over the last
30 trading days.
Benefits to Espial Shareholders
- Immediate and significant premium of
approximately 39% to the closing price of the Espial Shares on
March 22, 2019, and approximately 35% based on the 30-day VWAP
- All cash offer that is not subject to a
financing condition
Independent Committee and Board of Directors
Recommendations
An independent committee of Espial’s board of directors (the
"Independent Committee") comprised of Neil McDonnell, Aamir
Hussain, Michael Lee and Peter Seeligsohn was constituted to
consider the Transaction. The Independent Committee, on behalf of
the Espial board of directors, obtained a fairness opinion (the
"Fairness Opinion") from Paradigm Capital Inc. in connection
with the Transaction. The Fairness Opinion states that in the
opinion of Paradigm Capital Inc., and based upon and subject
to the assumptions, limitations and qualifications set forth
therein, the Consideration is fair, from a financial point of view,
to the Shareholders.
The board of directors after receiving financial and legal
advice, following receipt of the Fairness Opinion, and the
recommendation of the Independent Committee, unanimously approved
the Transaction and recommend that Shareholders vote in favor of
the Transaction.
In addition, Shareholders collectively holding 31% of Espial’s
issued and outstanding common shares (including all directors and
senior officers of Espial, collectively hold approximately 3% of
Espial’s issued and outstanding common shares) have entered into
agreements to support the Transaction and vote their Espial Shares
in favor of the Transaction.
Transaction Conditions and Timing
The Transaction will be implemented by way of a court-approved
plan of arrangement under the Canada Business Corporations Act and
will require the approval of: (i) 66 2/3% of the votes cast by the
holders of Espial’s common shares; and (ii) a simple majority of
the votes cast by shareholders whose votes are required to be
excluded in determining such approval in accordance with
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions. Closing of the Transaction is also
subject to certain other closing conditions, including court
approval and certain third-party consents.
The completion of the Transaction will also be subject to
obtaining required court and other approvals and satisfaction of
closing conditions customary for a transaction of this nature. The
Arrangement Agreement provides for customary deal protection
provisions, including a non-solicitation covenant on the part of
Espial and a right for Enghouse to match any Superior Proposal (as
defined in the Arrangement Agreement). The Arrangement Agreement
includes a termination fee of C$2.0 million, payable by Espial,
under certain circumstances (including if the Arrangement Agreement
is terminated in connection with Espial pursuing a Superior
Proposal).
It is anticipated that the special meeting of Espial
shareholders (the “Special Meeting”) to consider the
Transaction will be held in May 2019. The effect of Shareholders
voting for the resolution to approve the plan of arrangement and it
becoming effective will be the cancellation of the Espial Shares
from trading on the TSX following closing of the Transaction. The
Transaction is expected to close in the calendar second quarter of
2019.
Additional Information about the Proposed Transaction
Copies of the Fairness Opinion and a description of the various
factors considered by the board of directors of the Company in its
determination to approve the Transaction, as well as other relevant
background information, will be included in the management
information circular to be sent to the Company’s shareholders at
least 21 days in advance of the Special Meeting. The management
information circular, the Arrangement Agreement, the plan of
arrangement and certain related documents will be filed with the
Canadian securities regulators and will be available on SEDAR at
www.sedar.com.
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 www.Espial.com. For more information about Espial Elevate cloud
IPTV platform, visit www.Espial.com/elevate.
About Enghouse
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.
Forward Looking Statement
This press release contains information that is forward looking
information with respect to Espial and Enghouse within the meaning
of Section 138.4(9) of the Ontario Securities Act (forward looking
statements) and other applicable securities laws. In some cases,
forward-looking information can be identified by the use of terms
such as "may", "will", "should", "expect", "plan", "anticipate",
"believe", "intend", "estimate", "predict", "potential", "continue"
or the negative of these terms or other similar expressions
concerning matters that are not historical facts. In particular,
statements or assumptions about, but is not limited to,
management’s assessment of the anticipated benefits to Espial
shareholders of the proposed Transaction, anticipated meeting date,
timing for completion of the Transaction and delisting from the TSX
are or involve forward-looking information.
Forward-looking information is based on certain factors and
assumptions. While the Company considers these assumptions to be
reasonable based on information currently available to it, they may
prove to be incorrect. Forward-looking information, by its nature
necessarily involves known and unknown risks and uncertainties. A
number of factors could cause actual results to differ materially
from those in the forward-looking statements or could cause our
current objectives and strategies to change, including but not
limited to the failure to complete the Transaction or delisting
from the TSX, changing conditions and other risks associated with
the on-demand TV software industry and the market segments in which
Espial operates, competition, Espial’s ability to continue to
supply existing customers and partners with its products and
services and avoid being displaced by competitive offerings,
effectively grow its integration and support capabilities, execute
on market opportunities, develop its distribution channels and
generate increased demand for its products, economic conditions,
technological change, unanticipated changes in our costs,
regulatory changes, litigation, the emergence of new opportunities,
many of which are beyond our control and current expectation or
knowledge.
Additional risks and uncertainties affecting Espial can be found
in Management’s Discussion and Analysis of Results of Operations
and Financial Condition and its Annual Information Form for the
fiscal year ended December 31, 2017 and when filed December 31,
2018 on SEDAR at www.sedar.com. If any of these risks or
uncertainties were to materialize, or if the factors and
assumptions underlying the forward-looking information were to
prove incorrect, actual results could vary materially from those
that are expressed or implied by the forward-looking information
contained herein and our current objectives or strategies may
change. Espial and Enghouse assumes no 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.
Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date
hereof.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190325005219/en/
Sam AnidjarVice President, Corporate DevelopmentEnghouse Systems
Limited905-946-3300investor@enghouse.com
Carl SmithChief Financial OfficerEspial Group Inc.613-230-4770
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