Espial Group Inc. Closes $35 Million Bought Deal Financing
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May 06, 2015 OTTAWA, Ontario–(BUSINESS WIRE)–Espial Group Inc. (TSX: ESP) (“Espial” or the “Company”) announced today that it has closed its previously-announced short form prospectus offering, on a bought deal basis, of 8,750,000 common shares (the “Common Shares”) for aggregate gross proceeds to Espial of $35,000,000 (the “Offering”). The Offering was completed at a price of $4.00 per Common Share (the “Offering Price”) by a syndicate of underwriters led by GMP Securities L.P. and Beacon Securities Limited and including Mackie Research Capital Corporation, Haywood Securities Inc. and PI Financial Corp. (collectively, the “Underwriters”).
The Company has also granted the Underwriters an over-allotment option to purchase up to an additional 1,250,000 Common Shares at the Offering Price, exercisable in whole or in part, at any time on or prior to the date that is 30 days following the closing of the Offering. If this option is exercised in full, an additional $5,000,000 in gross proceeds will be raised pursuant to the Offering, and the aggregate gross proceeds of the Offering will be $40,000,000.
The Company intends to use the net proceeds from the Offering to strengthen its balance sheet and complement funding of working capital for long term growth. A portion of the net proceeds may be allocated to finance future potential acquisitions that expand, complement or are otherwise related to its current business.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About Espial (www.espial.com)
With Espial, video service providers create responsive and engaging subscriber viewing experiences incorporating intuitive content discovery and instinctive 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, has R&D centers in Silicon Valley and the UK, and sales/support offices in the U.S., 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 the over-allotment option, the proceeds that would be realized by Espial if the over-allotment option is exercised, the proposed use of proceeds of the Offering, 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 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 the Short Form Prospectus dated April 28, 2015 and Management’s Discussion and Analysis of Results of Operations and Financial Condition and its Annual Information Form for the fiscal year ended December 31, 2014 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.
For inquiries from the financial press or analysts, contact:
Espial Group Inc.
Carl Smith, +1 613-230-4770
Chief Financial Officer
Kirk Edwardson, +1-613-230-4770 x1145