Espial Announces Agreement to Acquire Whole Home Solution Platform from ARRIS

Transforming the viewing experience worldwide, Espial today announced an agreement to acquire ARRIS’s Whole Home Solution (WHS) platform.

The transaction will include:

• WHS infrastructure, client and server software solutions
• A talented team of WHS development and operations personnel, primarily located in Kirkland, Washington
• A 24x7x365 Network Operations Center (NOC) and two WHS cloud data center operations (geo redundant)
• ARRIS will continue providing media gateways, media players, support and solution delivery

Espial will support current – and look to accelerate future – roadmaps for more than 40 WHS service provider customers spanning the US, Canada, and Latin America.

Terms and conditions of the pending acquisition were not disclosed. The transaction, which is subject to customary closing conditions, is expected to close in Q3, 2016.

Following this transition, ARRIS will continue to partner with Espial to support WHS with joint integration and co-marketing activities. The two companies also intend to establish a reseller agreement. Espial and ARRIS have a long history of successfully working together, with their most recent collaboration – for Portugal’s NOS – marking Europe’s first RDK 4K commercial launch earlier this month

Executive Quotes

“WHS expands our solution portfolio with a cloud-hosted Video-as-a-Service platform that is complimentary to and will leverage Espial’s current solutions for next-generation IP video services,” said Jaison Dolvane, CEO, Espial. “By driving service velocity and innovation for our service provider customers, we expect to help them improve subscriber satisfaction, reduce churn and increase revenue. Espial gains a broad base of new customer relationships and further scales our world-class integration, operations, and software development teams. We look forward to collaborating with ARRIS to enhance the Whole Home Solution, strengthen support, and expand the customer base going forward.”

“Combining the WHS technology and ARRIS team with Espial will broaden the capability of the overall organization and accelerate the pace of innovation. This speed is needed to meet increasing customer and consumer demand. ARRIS will continue to focus our R&D investment on the greater broadband and video ecosystem, dedicated to enabling next-gen entertainment and communication experiences that are connected and personalized,” said Bruce McClelland, President Network & Cloud and Global Services, ARRIS. “We will work closely with Espial to make this a seamless experience for our customers, and we will partner with Espial to support WHS, including a strong roadmap of new innovative devices. We believe this signifies our confidence in Espial’s value proposition for WHS customers, employees, and consumers.”

Customer Quotes

“ARRIS selected a strong partner in Espial to advance the WHS,” said Cash Hagen, Chief Technology Officer, WOW! Internet, Cable & Phone. “Espial's solutions for next-generation IP video combined with the cloud-hosted WHS will help WOW continue delivering market leading video services to our subscribers. We’re excited about the future of the WHS solution and look forward to working with Espial and ARRIS to enhance it further.”

“The WHS addresses important needs of Comporium’s subscribers, but the competition we face is escalating rapidly,” said Jack Holladay, Executive Vice President, Technology. “We believe the combination of Espial and ARRIS will bring both speed and competitive advantage to Comporium’s video offering going forward.”

About Whole Home Solution (WHS)

The Whole Home Solution is an end-to-end, turn-key IP Video solution. WHS enables service providers to deliver feature-rich video and telephony services, multi-room advanced DVR services, Wi-Fi®, DOCSIS®, and other services. Subscribers can access an extended range of content and TV everywhere options, as well as rich personalized experience. The ARRIS Whole Home Solution products are available on ARRIS DCX-3635 Gateways, the IP Media Player IP815, and Media Player MP2050 and MP2150.

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 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 Montreal, Silicon Valley, Cambridge UK, and Lisbon, and sales/support offices in N. America., Europe and Asia. For more information, visit www.espial.com.

About ARRIS (www.arris.com)

ARRIS International plc. (NASDAQ:ARRS) is a world leader in entertainment and communications technology. Our innovations combine hardware, software, and services across the cloud, network, and home to power TV and Internet for millions of people around the globe. The people of ARRIS collaborate with the world's top service providers, content providers, and retailers to advance the state of our industry and pioneer tomorrow's connected world. For more information, visit www.arris.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, perceived future benefits and synergies of the proposed acquisition and possible new customer and partner relationships, our position or ability to capitalize on such perceived benefits and synergies, existing or future opportunities for the company and products, execute on new market opportunities, maintain existing Whole Home Solution user base and secure new customer wins, and any other statements regarding Espial's, Arris’ or their customers’ 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 (many of which are beyond our control and current expectation or knowledge) 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:

• our ability to complete the proposed acquisition (which is subject to conditions beyond Espial’s control) and successfully integrate the Whole Home Solution product line and associated Arris personnel into Espial operations;
• Our ability to capitalize on the perceived benefits and synergies of the proposed acquisition;
• Our ability to maintain Whole Home Solution user base and supply existing and new customers and partners with our products and services, including Whole Home Solution, and avoid being displaced by competitive offerings;
• our ability to effectively grow our integration and support capabilities, execute on market opportunities, develop our distribution channels and generate increased demand for our products;
• economic conditions and technological change; and
• unanticipated changes in our costs, regulatory changes or litigation.

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, 2014 and 2015 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.

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