Espial Group Inc. (“Espial” or the “Company”) (TSX:ESP) today
announced that, pursuant to an agreement with Vantage Asset
Management Inc. (“Vantage”), Espial will appoint Brian McLaughlin
as a new, independent director of the Company at its Annual General
and Special Meeting of Shareholders scheduled for June 13, 2017. In
addition, Espial and Vantage will work together to nominate a new,
independent director for election at the Company’s 2018 Annual
General Meeting of Shareholders. Vantage has withdrawn its
previously announced nominees and will support Espial’s other six
director nominees set forth in the Company’s Management Information
Circular, comprised of: Jaison Dolvane, Michael Hayashi, Aamir
Hussain, Michael Lee, Peter Seeligsohn and Kumanan Yogaratnam.
Mark Tredgett, Managing Partner at Vantage, which owns 9.5 per
cent of Espial’s outstanding shares, said: “Espial represents a
compelling investment with a large, global opportunity. The recent
board nomination of Aamir Hussain, Executive Vice President and
Chief Technology Officer of CenturyLink, Inc. and the appointment
of Brian McLaughlin, significantly strengthen Espial’s board.
Vantage and Espial’s board have worked collaboratively in this
process and believe the agreement positions the Company for a
stronger future.”
Peter Seeligsohn, Chairman of Espial Group added, “Together with
the support of our large shareholders like Vantage, we are
committed to continuing Espial’s vision of being a trusted partner
to our customers. We are excited about the recent changes to the
Company’s board and welcome Brian’s future contributions.”
“Espial’s strategy of developing next generation solutions that
redefine the video experience and enable operators to innovate and
deliver new services rapidly is working”, said Jaison Dolvane,
Espial’s President and CEO. “Pay TV service providers worldwide
face increasing competition locally and from new global entrants
like Netflix and Amazon. Espial’s software and solutions enable
cable and telecom operators to launch compelling next generation
video services that seamlessly blend advanced TV services with OTT
content across TVs, tablets, PCs and mobile phones.”
Details of the Agreement
- Espial’s board will increase to seven
members at the 2017 AGM – the six previously announced nominees
plus Mr. McLaughlin
- The Board will work with Vantage to
nominate a mutually acceptable candidate as a new, independent
director to the board at the 2018 AGM
- Vantage agrees to vote its shares for
the election of Espial’s nominees and to certain standstill
obligations under which it agrees, among other things, not to
directly or indirectly participate in a proxy contest or make a
shareholder proposal or a shareholder requisition until, (i) no
later than 60 days prior to the 2018 AGM or (ii) if a mutually
acceptable candidate is nominated for election at the 2018 AGM,
until June 30, 2019
Espial’s Management Information Circular, dated April 28, 2017,
is filed on SEDAR at www.sedar.com and is also available on the
Company’s website at
www.espial.com/discover/investor-informaiton.
Vote the Management Proxy
Espial and Vantage are committed to a collaborative relationship
and both firms urge shareholders to vote for the candidates listed
in the management proxy. If shareholders have already voted a blue
proxy, a later-dated Management Proxy will cancel the earlier vote.
Mr. McLaughlin will be added to the board on or around the date of
the 2017 AGM.
The proxy voting deadline is 10:00 AM (Ottawa Time) on June 9,
2017. However, shareholders are encouraged to vote well in advance
of the deadline to ensure their vote is counted. For assistance
voting your shares, please contact Espial’s proxy solicitation
agent, Laurel Hill Advisory Group toll free in North America at,
1-877-452-7184 (+1-416-304-0211 collect outside of North America),
or by email at assistance@laurelhill.com.
Information regarding Brian McLaughlin
Brian McLaughlin is a resident of Toronto, Ontario and has been
in the investment business for 30 years and has been involved in
all aspects of the capital markets, with particular emphasis on
small and mid-capitalization companies. Brian has held leadership
roles at several firms including Gordon Capital and Raymond James
Securities where he was a Managing Director as well as being a
Director and Partner at Cormark Securities. Throughout Mr.
McLaughlin’s career he was involved in the senior management and
direction of the firm.
Brian McLaughlin remains an active investor today. His principal
occupation since 2013 has been as a Partner at Hydra Capital
Partners Inc., a Toronto boutique investment company. Hydra
provides capital markets expertise and capital to public and
private companies. As of April 28, 2017, Mr. McLaughlin held
471,700 common shares of Espial.
To Espial's knowledge, Mr. McLaughlin is not at the date hereof,
nor has he been within 10 years before the date hereof: (a) a
director, chief executive officer or chief financial officer of any
company (including Espial) that: (i) was subject to a cease trade
order, an order similar to a cease trade order or an order that
denied the relevant company access to any exemption under
securities legislation, in each case that was issued while he was
acting in the capacity as director, chief executive officer or
chief financial officer; or (ii) was subject to a cease trade
order, an order similar to a cease trade order or an order that
denied the relevant company access to any exemption under
securities legislation, in each case that was issued after he
ceased to be a director, chief executive officer or chief financial
officer and which resulted from an event that occurred while he was
acting in the capacity as director, chief executive officer or
chief financial officer; (b) a director or executive officer of any
company (including Espial) that, while he was acting in that
capacity, or within a year of ceasing to act in that capacity,
became bankrupt, made a proposal under any legislation relating to
bankruptcy or insolvency or became subject to or instituted any
proceedings, arrangement or compromise with creditors, or had a
receiver, receiver manager or trustee appointed to hold its assets;
or (c) a bankrupt, made a proposal under any legislation relating
to bankruptcy or insolvency, or become subject to or instituted any
proceedings, arrangements or compromise with creditors, or had a
receiver, receiver manager or trustee appointed to hold his assets.
To Espial's knowledge, Mr. McLaughlin has not been subject to: (a)
any penalties or sanctions imposed by a court relating to
securities legislation, or by a securities regulatory authority, or
has entered into a settlement agreement with a securities
regulatory authority; or (b) any other penalties or sanctions
imposed by a court or regulatory body that would likely be
considered important to a reasonable securityholder in deciding
whether to vote for Mr. McLaughlin. To Espial's knowledge, Mr.
McLaughlin does not have: (a) any material interest, direct or
indirect, in any transaction since the commencement of the Espial's
most recently completed financial year or in any proposed
transaction which has materially affected or would materially
affect Espial or its subsidiaries; or (b) any material interest,
direct or indirect, by way of beneficial ownership of securities or
otherwise, in any matter proposed to be acted on at the Meeting,
other than the election of directors.
About Espial (www.espial.com)
With Espial, video service providers create responsive and
engaging subscriber viewing experiences incorporating powerful
content discovery and intuitive navigation. Service providers
achieve ‘Web-speed’ innovation with Espial’s flexible, open
software leveraging RDK and HTML5 technologies. This provides
competitive advantage through an immersive and personalized user
experience, seamlessly blending advanced TV services with OTT
content. With customers spanning six continents, Espial is
headquartered in Ottawa, Canada, with R&D centers in Seattle,
Montreal, Silicon Valley, Cambridge and Lisbon, and with sales
offices in North America, Europe and Asia. For more information,
visit www.espial.com.
Forward Looking Statements:
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 future ongoing or future
advancement of our leadership position, growth expectations, future
progress, ongoing or future benefits of our board nominees,
existing or future opportunities for the company and products
(including our ability to successfully execute on market
opportunities and secure new customer wins), economic conditions,
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 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 continue to
supply existing customers and partners with its products and
services and avoid being displaced by competitive offerings,
effectively grow its integration and support capabilities, execute
on market opportunities, 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 and its Annual Information Form for the
fiscal years ended December 31, 2016 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170530005607/en/
Investor:Espial Group Inc.Carl Smith, Chief Financial Officer+1
613-230-4770csmith@espial.com
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