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ANT plc Shareholders Approve Acquisition

OTTAWA, Jan. 11, 2013 /CNW/ - Espial(R) Group Inc. ("Espial" or the "Company"), (TSX: ESP), a leader in on-demand TV software and solutions, today announced that the shareholders of ANT plc ("ANT") approved the acquisition of Ant by Espial.

Closing of the transaction remains conditional on the satisfaction or waiver of certain remaining regulatory conditions including the sanction of the acquisition by the Court.  The dates of the Court hearings to sanction the acquisition are expected to be January 30, 2013 and February 1, 2013.  If approved by the Court, the transaction is expected to become effective on February 4, 2013.

Background

On November 30, 2012 Espial announced that it had entered into a co-operation agreement pursuant to which Espial 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, 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.

Readers are cautioned that the proposed acquisition is subject to 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 MSOs 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

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