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Espial Shareholders Approve Enghouse Acquisition

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OTTAWA, Ontario -- Espial Group Inc. (“Espial” or the “Company”) (TSX: ESP) is pleased to announce the successful results of an annual and special meeting of shareholders of Espial, held on May 21, 2019 in Ottawa, Ontario (the “Meeting”), to approve Enghouse Systems Limited’s (“Enghouse”) acquisition of all of the outstanding common shares of Espial (“Common Shares”) for $1.57 in cash per Common Share by way of a plan of arrangement (the “Arrangement”), as previously announced by the Company on March 25, 2019.

A total of 25,160,351 votes were cast at the Meeting, representing 70.94% of the issued and outstanding Common Shares of Espial as of the record date for the Meeting.

Now that the requisite shareholder approvals for the Arrangement have been obtained, a final order of the Ontario Superior Court of Justice (Commercial List) approving the Arrangement will be sought on May 24, 2019. Provided that the final order is obtained and subject to the satisfaction or waiver of all other conditions specified in the definitive arrangement agreement dated March 22, 2019, it is expected that the Arrangement will be completed on or about May 24, 2019. Following completion of the Arrangement, Espial will cease trading on the TSX and will become a wholly-owned subsidiary of Enghouse.

Also at the Meeting, all of the proposed candidates nominated for election as directors were duly elected by shareholders present or represented by proxy.

Shareholders also voted over 99% in favour of appointing KPMG LLP as auditors and authorizing the directors to fix the auditors’ remuneration.


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