Espial(R) Group Inc. ("Espial" or the "Company"), (TSX: ESP), Espial, a leader in on-demand TV software and solutions, today announced that it has entered into a cooperation agreement pursuant to which Espial has offered to acquire all of the outstanding shares of ANT plc ("ANT") in exchange for all cash consideration of £0.205 per outstanding share. The offer values the issued ordinary share capital of ANT at approximately £5 million. ANT's board of directors has announced its support of the acquisition and has recommended that shareholders accept the offer. Espial has already received irrevocable undertakings to vote in favor of the acquisition from holders of 47 percent of ANT's outstanding shares. The acquisition is expected to close in Q1 2013 pending receipt of necessary shareholder, court, regulatory, and other customary approvals.
Creates HTML5 Market Leader With Expanded Revenues, Customer Base, and Product Portfolio
OTTAWA, Ontario -- Nov. 30, 2012 -- Espial(R) Group Inc. ("Espial" or the "Company"), (TSX: ESP), Espial, a leader in on-demand TV software and solutions, today announced that it has entered into a cooperation agreement pursuant to which Espial has offered to acquire all of the outstanding shares of ANT plc ("ANT") in exchange for all cash consideration of £0.205 per outstanding share. The offer values the issued ordinary share capital of ANT at approximately £5 million. ANT's board of directors has announced its support of the acquisition and has recommended that shareholders accept the offer. Espial has already received irrevocable undertakings to vote in favor of the acquisition from holders of 47 percent of ANT's outstanding shares. The acquisition is expected to close in Q1 2013 pending receipt of necessary shareholder, court, regulatory, and other customary approvals.
ANT -- headquartered in Cambridge, U.K. -- provides IP, hybrid, and connected TV products and services. Its customers include major TV manufacturers, set-top box vendors, broadcasters, and service providers. ANT has successfully deployed its high-performance software featuring rich HTML5 user experiences across set-top boxes, tablets, and smartphones. In addition, ANT has built significant industry thought leadership through standards initiatives where, for example, they are a founding member of HbbTV, which is Europe's leading HTML5-based hybrid broadcast broadband TV standard.
"Multiscreen video services on set-top boxes, Smart TVs, tablets, PCs, and smartphones are quickly becoming the new expectation for today's consumers. Delivering a superior user experience across these devices is a critical element to the success of TV service providers," said Jaison Dolvane, CEO of Espial. "The acquisition of ANT provides Espial with the increased scale, resources, and depth of experience to extend our HTML5 market leadership. ANT provides rich expertise in delivering HTML5 user interfaces and applications as well as delivering complex vertically integrated client software solutions. We believe the acquisition of ANT will extend our capabilities to establish Espial as a clear market leader as TV service providers aggressively move to IP video delivery. We are excited about this combination and committed to working with ANT's existing customers and partners to ensure their ongoing success."
Espial believes the combined company operations will provide strong synergies including:
-Increased revenue and customer base.
-Increased scale and resources to deliver rich HTML5 user experiences and integrated clients across set-top boxes and multiscreen devices.
-Expanded customer footprint in Europe, North America, and Asia including major TV operators, set-top box manufacturers, and Smart TV manufacturers.
-Additional depth of intellectual property including client and user experience products, technologies, and patents.
-Increased presence of European operations.
"The TV market has continuously evolved to bring an ever richer set of video services to consumers over managed networks and the open Internet to a wide range of consumer devices," said Royston Hoggarth, chairman of ANT. "The combination of Espial and ANT provides the increased scale and HTML5 expertise for Espial to further its leadership position in this very valuable market. We believe the combination of these two market leaders will benefit and help intercept the growth of this market."
Readers are cautioned that the proposed acquisition is subject to ANT shareholder approval, sanction by the court, and various other customary closing conditions. There can be no assurance that the proposed transaction will be completed on the terms described in this press release, on the expected timeline, or at all.
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About Espial (www.espial.com)
Espial is a leading supplier of digital TV and IPTV software and solutions to cable and telecommunications operators as well as consumer electronics manufacturers. Espial's middleware, video-on-demand, and browser products power a diverse range of pay-TV and Internet TV business models. Over 10 million licenses of its patented software are in use across the world. Espial is headquartered in Ottawa, Canada and has offices in the United States, Europe, and Asia. Visit www.espial.com or contact via phone at +1 613 230 4770.
About ANT (www.antplc.com)
ANT plc develops and deploys embedded software solutions and services for the TV industry. Its Galio Suite, a browser, client and applications stack, is an open standards based, flexible application & middleware solution for a wide range of consumer TV platforms. Using its experience of TV, ANT provides powerful solutions to its customers by combining consultancy and engineering services with its highly capable platform products. ANT's software has been extensively deployed by customers throughout the world including ADB, Amino, Bouygues Telecom, Cisco, Chunghwa Telecom, Coship, HwaCom, France Telecom, Humax, Pirelli, Sagemcom, Samsung, Technicolour, Telecom Italia and YouSee. ANT plc's shares are listed on AIM, a London Stock Exchange regulated market, under the ticker ANTP (Reuters: ANTP.L, Bloomberg: ANTP.LN).
Forward Looking Information
This press release contains information that is forward looking information with respect to Espial 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 the completion of the proposed acquisition of ANT and the timing thereof, the anticipated synergies of such acquisition, economic conditions, benefits of new customer and partner relationships, future opportunities for the company and products and any other statements regarding Espial's objectives (and strategies to achieve such objectives), future expectations, beliefs, goals or prospects 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 satisfaction of all closing conditions in respect of the proposed acquisition, Espial's ability to successful integrate ANT's operations into its existing operations, 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 effectively 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 for the fiscal year ended December 31, 2011 filed 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 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.