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

May 14, 2019

OTTAWA, Ontario--(BUSINESS WIRE)--May 14, 2019--

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.”

YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY

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: 1-877-452-7184
International Collect Calls: 1-416-304-0211
Email: assistance@laurelhill.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.

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.

View source version on businesswire.com:https://www.businesswire.com/news/home/20190514005537/en/

CONTACT: Laurel Hill Advisory Group

North America toll-free: 1-877-452-7184

International Collect Calls: 1-416-304-0211

Email:assistance@laurelhill.com

KEYWORD: NORTH AMERICA CANADA

INDUSTRY KEYWORD: TECHNOLOGY SOFTWARE AUDIO/VIDEO MOBILE/WIRELESS

SOURCE: Espial Group Inc.

Copyright Business Wire 2019.

PUB: 05/14/2019 09:00 AM/DISC: 05/14/2019 09:01 AM

http://www.businesswire.com/news/home/20190514005537/en