OTTAWA, Ontario--(BUSINESS WIRE)--Espial Group Inc. ("Espial" or the "Company") (TSX: ESP) announces that its board of directors has adopted a shareholder rights plan (the "Rights Plan") and new bylaws (the “New By-laws”).
The Rights Plan has been adopted to ensure, to the extent possible, that all shareholders of the Company are treated fairly and equally in connection with any take-over bid or other acquisition of control of the Company. The Rights Plan has not been adopted in response to any specific take-over bid and Espial is not aware of any such pending or contemplated bid.
Under the Rights Plan, one right automatically attaches to each outstanding common share of Espial without any action required by shareholders. Subject to the terms of the Rights Plan, these rights only become exercisable in the event that any person, together with joint actors, acquires or announces its intention to acquire 20% or more of the Company's outstanding common shares without complying with the "Permitted Bid" provisions of the Rights Plan and the application of the Rights Plan is not waived in accordance with its terms. The "Permitted Bid" provisions prevent the dilutive effects of the Rights Plan from operating if a take-over bid is made to all holders of common shares of the Company (other than the bidder) by way of a take-over bid circular that remains open for acceptance for a minimum of 105 days and satisfies certain other conditions. In circumstances where a take-over bid does not comply with the requirements of the Rights Plan or where the application of the Rights Plan is not waived in accordance with its terms, the rights holders (other than the acquiring person and joint actors) will be entitled to purchase additional common shares of the Company at a significant discount to the market price.
The Rights Plan is effective immediately. The Company intends to recommend the ratification of the Rights Plan for approval by its shareholders at the next annual and special meeting of shareholders. If ratified by the shareholders, the Rights Plan will have an initial term of three years. If the Rights Plan is not approved by the shareholders within six months of the effective date of the Rights Plan it, together with the outstanding rights, will terminate and cease to be effective.
A copy of the Rights Plan agreement will be made available under the Company's profile on SEDAR at www.sedar.com.
The New By-Laws replace and rescind the Company’s existing bylaws. Among other things, the New Bylaws include advance notice requirements for director elections in connection with any annual or special meeting of the shareholders. Such advance notice requirements have been adopted to ensure that all shareholders receive adequate notice of director nominations and sufficient time and information with respect to all nominees so shareholders can exercise their voting rights in an informed manner. Such advance notice requirements are similar to the advance notice by-laws adopted by several other Canadian public companies. In particular, in the case of an annual meeting of shareholders, notice to the Company must be given not less than 30 days prior to the date of the annual meeting (or 40 days prior to such meeting if notice-and-access is used for delivery of proxy related materials). In the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice must be given not later than the close of business on the 10th day following such public announcement. In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company must be given not later than the close of business on the 15th day following the day on which the first public announcement of the date of the meeting was made.
The New Bylaws also contain provisions designed to ensure that Espial’s bylaws remain consistent with evolving corporate laws, governance practices and guidelines published by major proxy advisory firms. For example, the New Bylaws increase the quorum requirement for Espial shareholder meetings to two or more persons holding or representing at least 25% of the eligible vote.
The New Bylaws are effective immediately. Espial shareholders will be asked to ratify and confirm the adoption of the New Bylaws at the Company’s next annual and special meeting of shareholders. The full text of the New Bylaws will be made available under Espial’s profile at www.sedar.com.
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, cloud 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.
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" “ensure” or the negative of these terms or other similar expressions concerning matters that are not historical facts. In particular, statements or assumptions about, the objectives of the Rights Plan and the New Bylaws, seeking and obtaining shareholder approvals, and any other statements regarding Espial's plans or 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 risk associated with securing shareholder approval for continued existence of the Rights Plan and/or the New Bylaws, regulatory changes and litigation, 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, 2015 and, when filed, 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.