- EXFO, which holds 33.1% of Astellia's equity, filed a
voluntary public tender offer for the company's remaining
equity.
- The offer will be proposed at a price of 10 euros per Astellia share.
- The independent expert confirmed the fairness of the
offer.
- Astellia's Board of Directors recommended the offer and
considered that the offer is in the interests of the company, its
shareholders and its employees.
RENNES, France and QUEBEC
CITY, Nov. 28, 2017 /CNW Telbec/
- Following the off-market acquisitions of 33.1% of Astellia's
equity ("Astellia") (ISIN code: FR0004176535 – mnemonic: ALAST),
EXFO Inc. ("EXFO") (NASDAQ: EXFO, TSX: EXF) launched today an
all-cash voluntary public tender offer to acquire all of the
outstanding shares of Astellia.
This offer will be proposed at a price of 10 euros per Astellia share, the same amount that
was paid by EXFO for the off-market acquisitions. The price of
10 euros per share represents a 44.7%
premium over the unaffected closing share price of Astellia on
August 30, 2017, the day before the
intention of EXFO to acquire Astellia was announced, and a 56.7%
premium over the volume-weighted average share price over the last
12 months before this date.
The full draft offer document will be available in French on the
Autorité des marchés financiers (AMF) (www.amf-france.org) and on
the EXFO
(http://www.exfo.com/fr/bibliotheque/documents-proceduraux-juridiques/astellia/projet-de-note-information)
websites.
The report provided by Associés en Finance, appointed by
Astellia as an independent expert, confirmed the fairness of the
offer's financial terms. On the basis of such report, the Board of
Directors of Astellia unanimously considered that the public tender
offer is the interests of the company, its shareholders and its
employees and therefore recommended that Astellia's shareholders
tender their shares to the offer.
Astellia has also filed today with the AMF a draft document in
response to the tender offer launched by EXFO, which contains in
particular the independent expert report and the recommendation of
Astellia's Board of Directors.
The full draft response document will be available in French on
the websites of the AMF (www.amf-france.org) and of Astellia
(www.astellia.com).
In accordance with applicable regulations to foreign investments
in France, EXFO obtained, on
November 27, 2017, the prior
authorisation of the French Ministry of Economy for the
implementation of the offer.
The offer and both draft documents remain subject to the review
of the AMF.
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.
EXFO-F
SOURCE EXFO inc.