News Press Releases

Espial Group Inc. Completes Previously Announced Plan of Arrangement

May 24, 2019

OTTAWA, Ontario

Espial Group Inc. (“Espial” or the “Company”) (TSX: ESP) today announces the completion of the previously announced plan of arrangement under the Canada Business Corporations Act pursuant to which Enghouse Systems Limited (“Enghouse”) acquired all of the issued and outstanding common shares of Espial for $1.57 in cash per common share (the “Arrangement”).

Consideration for the purchased common shares has been paid to Computershare Trust Company of Canada, as depositary under the Arrangement (the “Depositary”). Under the Arrangement, Espial shareholders who hold their common shares in registered form will receive payment of $1.57 in cash per common share following the delivery and surrender with the Depositary of their original certificates representing their Espial common shares together with a letter of transmittal properly completed and executed, in accordance with the instructions contained in the letter of transmittal previously sent to registered shareholders (and any additional documents as the Depositary may reasonably require). Shareholders of Espial who hold their common shares through a broker, dealer, bank, trust company or other intermediary should follow the instructions provided by such intermediary in order to receive payment of the consideration for their common shares.

It is expected that the Espial common shares will be delisted from the TSX shortly. Espial also intends to apply to cease to be a reporting issuer in the applicable provinces of Canada.

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.

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.