PRESS
RELEASE
EXFO, which holds
33.1% of Astellia's equity, announces
the opening of its public cash tender offer for
Astellia's remaining equity
-
The
offer is proposed at a price of 10 euros per Astellia
share.
-
The
offer was declared compliant by the French Market Authority, who
announced it will be opened for 25 trading days, starting from
December 15, 2017 to January 23, 2018 inclusive.
RENNES, France
and QUEBEC CITY, Canada, Dec. 15, 2017
/PRNewswire/ - EXFO Inc. (NASDAQ: EXFO) (TSX: EXF), the network
test, monitoring, and analytics experts, announced the opening of
its all-cash voluntary tender offer to acquire all of the
outstanding shares of Astellia (ISIN code: FR0004176535 - ticker
symbol ALAST), a leading provider of network and subscriber
intelligence, that EXFO does not already own, following the
off-market acquisition of 33.1% of Astellia's equity.
The offer is proposed at a price
of 10€ per Astellia share, the same amount that was paid by EXFO
for the off-market acquisition and represents a 44.7% premium over
Astellia's closing share price on August 30, 2017, before the
off-market acquisition was announced, and a 56.1% based on the
12-month volume weighted average price. The transaction values the
entirety of Astellia's equity (on a fully diluted basis) at
approximately €25.9 million.
The tender offer received
unanimous support from Astellia's board of directors which
recommends that Astellia's shareholders tender their shares to the
offer after examining the report provided by Associés en Finance
stating that the offer price is fair for the company's shareholders
from a financial point of view.
The offer, which was declared
compliant by the AMF on December 12, 2017, will be opened for a
period of 25 trading days, from and including December 15, 2017
through January 23, 2018. If the conditions are satisfied upon
completion of the offer, EXFO intends to proceed to a mandatory
squeeze-out procedure in order to acquire the remaining outstanding
shares at consideration equal to the offer price.
Commitments were received from
CM-CIC Capital Privé and CM-CIC Investissement, representing 8.5%
of Astellia's equity as part of the offering.
"We aim to combine the two companies and create a
global leader in the service assurance and analytics industry",
said Germain Lamonde, EXFO's founder and Executive Chairman of the
Board. "Combining our complementary base of customers, technologies
and competencies, as well as our similar corporate cultures, will
enable the development of game-changing solutions and services
within a large market in rapid transition-all this in the best
interests of our customers, employees and shareholders."
"We are very pleased with the opening of the
public offer by EXFO after all the milestones that followed the
friendly acquisition of the founding shareholders' stake, and in
particular the very favourable opinions expressed by our Board of
Directors and by our employees through the workers councils. We
strongly believe in the strategic rationale and in the commercial,
geographical and technological complementarities of this
combination which will open a new chapter of development in the
interest of all our teams who will be part of a global group", said
Christian Queffelec, President of Astellia.
The offer and response documents,
having received the AMF visas n°17-630 and n° 17-631 respectively
dated December 12, 2017 and the documents in relation with the
information on characteristics including legal, financial and
accounting of EXFO and Astellia (the other information documents)
are available on the EXFO website
(https://s3.amazonaws.com/exfo-investors/astellia-informations/astellia-note-information-offre-publique-achat-exfo.pdf
for the offer document and
https://s3.amazonaws.com/exfo-investors/astellia-informations/astellia-document-autres-informations-exfo.pdf
for the other information document), on the Astellia website
(http://www.astellia.com/sites/default/files/Astellia%20-%20Note%20en%20r%C3%A9ponse.pdf
for the response document and
http://www.astellia.com/sites/default/files/Astellia%20-%20Autres%20informations.pdf
for the other information document) and on the AMF website
(www.amf-france.org).
About
Astellia
Astellia is a leading provider of
network and subscriber intelligence enabling mobile operators to
drive service quality, maximize operational efficiency, reduce
churn and develop revenues. Its vendor-independent, real-time
monitoring and troubleshooting solution optimizes networks
end-to-end, from radio to core. Astellia's unique blend of products
and services provides automated optimization, actionable geolocated
insights and big-data analytics to Network Operations, Service
Operations Center, Customer Care and Marketing teams. Astellia has
close partnerships with more than 120 telecom operators. Based in
France, Astellia has significant operations in Spain and a strong
presence in Canada, Lebanon, Morocco and South Africa.
About
EXFO
EXFO develops smarter network
test, monitoring and analytics solutions for the world's leading
communications service providers, network equipment manufacturers
and webscale companies. Since 1985, we've worked side by side with
our customers in the lab, field, data center, boardroom and beyond
to pioneer essential technology and methods for each phase of the
network lifecycle. Our portfolio of test orchestration and
real-time 3D analytics solutions turn complex into simple and
deliver business-critical insights from the network, service and
subscriber dimensions. Most importantly, we help our customers
flourish in a rapidly transforming industry where "good enough"
testing, monitoring and analytics just aren't good enough
anymore-they never were for us, anyway. For more information, visit
EXFO.com and follow us on the EXFO Blog.
Forward-Looking Statements
This press release contains
forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995, and we intend that such
forward-looking statements be subject to the safe harbors created
thereby. Forward-looking statements are statements other than
historical information or statements of current condition. Words
such as may, expect, believe, plan, anticipate, intend, could,
estimate, continue or similar expressions or the negative of such
expressions are intended to identify forward-looking statements. In
addition, any statement that refers to expectations, projections or
other characterizations of future events and circumstances are
considered forward-looking statements. They are not guarantees of
future performance and involve risks and uncertainties. Actual
results may differ materially from those in forward-looking
statements due to various factors including, but not limited to,
macroeconomic uncertainty as well as capital spending and network
deployment levels in the telecommunications industry (including our
ability to quickly adapt cost structures with anticipated levels of
business and our ability to manage inventory levels with market
demand); future economic, competitive, financial and market
conditions; consolidation in the global telecommunications test and
service assurance industry and increased competition among vendors;
capacity to adapt our future product offering to future
technological changes; limited visibility with regard to timing and
nature of customer orders; longer sales cycles for complex systems
involving customers' acceptances delaying revenue recognition;
fluctuating exchange rates; concentration of sales; timely release
and market acceptance of our new products and other upcoming
products; our ability to successfully expand international
operations; our ability to successfully integrate businesses that
we acquire; and the retention of key technical and management
personnel. Assumptions relating to the foregoing involve judgments
and risks, all of which are difficult or impossible to predict and
many of which are beyond our control. Other risk factors that may
affect our future performance and operations are detailed in our
Annual Report, on Form 20-F, and our other filings with the U.S.
Securities and Exchange Commission and the Canadian securities
commissions. We believe that the expectations reflected in the
forward-looking statements are reasonable based on information
currently available to us, but we cannot assure that the
expectations will prove to have been correct. Accordingly, you
should not place undue reliance on these forward-looking
statements. These statements speak only as of the date of this
document. Unless required by law or applicable regulations, we
undertake no obligation to revise or update any of them to reflect
events or circumstances that occur after the date of this
document.
For information
Vance Oliver
Director, Investor Relations, EXFO
(418) 683-0913, poste 23733
vance.oliver@exfo.com
Christian
Queffelec
President d'Astellia
Tel: +33 2 99 04 80 60
bourse@astellia.com
|
Marie
Calleux
Financial Communication
Tel: +33 1 53 65 68 68
astellia@calyptus.net |
ASTELLIA : EXFO, which holds 33.1%
of Astellia's equity, announces the
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: ASTELLIA via Globenewswire
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