ESI Announces Approval of Final Order for Plan of Arrangement

BURNABY, BC, Oct. 29, 2013 /CNW/ - ESI Entertainment Systems Inc. ("ESI") (CNSX: ESY), announces that following approval of a special resolution for a proposed Plan of Arrangement by the requisite majorities of affirmative votes by (a) all securityholders, and (b) minority shareholders (which excluded the shares held by certain insiders of ESI (the "Insider Group")), at an Annual and Special Meeting held on October 28, 2013, the Supreme Court of British Columbia issued a Final Order approving the Plan of Arrangement on October 29, 2013.

Under the Plan of Arrangement, Bastion Finance Corporation ("Bastion"), which is owned by the Insider Group, will acquire all of the issued and outstanding common shares of ESI (the "ESI Shares"), other than those held by the Insider Group, in exchange for $0.055 in cash for each ESI Share, and ESI will be amalgamated with 0979854 BC Ltd., a wholly-owned subsidiary of Bastion.  Each holder of an option to acquire ESI Shares will receive a cash payment equal to the difference between $0.055 and the exercise price of the Option if less than $0.055.

Full details of the Plan of Arrangement are set out in the management information circular of ESI dated September 20, 2013, which is available among ESI's documents at www.sedar.com.

Subject to satisfaction of relevant closing conditions, which ESI expects will be satisfied, the effective date for the Plan of Arrangement is anticipated to occur on or about October 31, 2013.  Shortly thereafter, ESI will be making application to have its common shares delisted from the Canadian National Stock Exchange and will also be making application to cease being a reporting issuer under Canadian securities legislation.

ESI shareholders who surrender their ESI share certificates to the depositary, Computershare Investor Services Inc., together with a properly completed Letter of Transmittal, will receive a cash payment of $0.055 per ESI Share. Letters of Transmittal were mailed to all ESI shareholders together with the management information circular for the Annual and Special Meeting held on October 28, 2013.  Copies may also be downloaded from ESI's documents at www.sedar.com.

About ESI Entertainment Systems Inc.

ESI Entertainment Systems Inc. is an idea generation and software development company that develops concepts, creates prototypes, establishes partnerships and validates potential markets. Since formation in 1999 ESI Entertainment Systems Inc. has created three independently operated and controlled subsidiaries based on validated and proven products: Citadel Commerce Corp., ESI Integrity Inc. (which was sold to Spectra Systems in 2012), and PlayLine Inc.

This release contains forward-looking statements. These statements involve a number of risks and uncertainties and actual results could differ materially from those projected. These forward-looking statements regarding future events and the completion of the Plan of Arrangement are based on current expectations, beliefs and assumptions of management. Words such as "expects," "anticipates," "targets," "goals," "projects," "intends," "plans," "believes," "seeks," "estimates," variations of such words, and similar expressions are intended to identify such forward-looking statements. Factors that might cause or contribute to such differences include the ability of ESI and the Bastion Finance corporation to satisfy the conditions precedent to the Arrangement. Investors are also directed to consider the other risks and uncertainties discussed in ESI's financial statements and filings. ESI undertakes no obligation to revise or update publicly any forward-looking statements, except as required by applicable laws.

SOURCE: ESI Entertainment Systems Inc.

ESI Entertainment Systems Inc.
Michael Meeks, Chief Executive Officer
Tel: [phone] ext 228
email: [email protected]
www.esi.ca