Espial Signs Agreement to Acquire ANT plc

Espial Signs Agreement to Acquire ANT plc November 30, 2012

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

OTTAWA, Ontario - November 30, 2012

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 GBP0.205 per outstanding share. The Offer values the issued ordinary share capital of ANT at approximately GBP5 million. ANTs 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 ANTs 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 Europes 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 todays 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. Were excited about this combination and are committed to continue working with ANTs 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. Espials 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.

ANTs 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 plcs 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

LINK:	http://www.espial.com/company/press_item/id-793...
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