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Espial Signs Agreement to Acquire ANT plc

November 30, 2012

Creates HTML5 Market Leader With Expanded Revenues, Customer Base and
Product Portfolio

OTTAWA, Nov. 30, 2012 /CNW/ – 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 co-operation 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 favour of the acquisition from holders of 47%
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 UK – provides IP, Hybrid and Connected
TV products and services. Their 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
smart phones. 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 smart phones 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’re excited about this combination and are committed
to continue 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
            multi-screen 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.

About Espial

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

ANT plc (www.antplc.com) 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. 

SOURCE ESPIAL GROUP


Source: PR Newswire