Enghouse to Acquire Espial for C$56.5MEnghouse to Acquire Espial for C$56.5M

OTTAWA & MARKHAM, Ontario — Espial Group and Enghouse Systems Limited 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