QUEBEC
CITY, June 17, 2021 /CNW Telbec/ - The
Board of Directors of EXFO Inc. (NASDAQ: EXFO; TSX: EXF)
("EXFO" or the "Corporation") wishes, after careful
consideration with the assistance of its independent financial and
legal advisors and acting on the unanimous recommendation of the
special committee of the Board of Directors comprised entirely of
independent directors (the "Special Committee"), to clarify
the situation for shareholders and other stakeholders about the
unsolicited non-binding proposal (the "Proposal") made by
Viavi Solutions Inc.
In a going-private transaction announcement on June 7, 2021 and as reiterated on June 16, 2021 in a press release, Mr. Lamonde
(the "Controlling Shareholder") who controls, directly
or indirectly, 61.46% of the issued and outstanding shares of EXFO
and 93.53% of the voting rights attached to all the issued and
outstanding shares of EXFO, indicated to EXFO's Board of Directors
that he would not consider any alternative change of control
transaction.
Consistent with its fiduciary duties, EXFO's Board of Directors,
with Mr. Germain Lamonde and Mr.
Philippe Morin having recused
themselves from the meeting, reviewed and diligently considered the
Proposal along with the Special Committee and their advisors. The
unambiguous statement by the Controlling Shareholder that he
rejects the Proposal led EXFO's Board of Directors to conclude that
it will not pursue the Proposal as it is not capable of being
completed.
EXFO intends to mail a management proxy circular to its
shareholders in the coming weeks and to hold a special meeting of
shareholders on July 30, 2021.
Additional details regarding the terms and conditions of the
proposed transaction as well as the rationale for the
recommendations made by the Special Committee and the Board of
Directors will be set out in the management proxy circular to be
filed and mailed to shareholders, which, together with the
Arrangement Agreement, will be available under EXFO's profile at
www.sedar.com.
In addition, the Corporation will furnish to the U.S. Securities
and Exchange Commission (the "SEC") a current report on
Form 6-K regarding the transaction, which will include as an
exhibit thereto the Arrangement Agreement. All parties desiring
details regarding the transaction are urged to review these
documents, which will be available at the SEC's website
www.sec.gov.
In connection with the transaction, the Corporation will prepare
and mail a Schedule 13E-3 Transaction Statement (the "Schedule
13E-3"). The Schedule 13E-3 will be filed with the SEC.
INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR
ENTIRETY THE SCHEDULE 13E-3 AND OTHER MATERIALS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE CORPORATION, THE TRANSACTION, AND RELATED
MATTERS. In addition to receiving the Schedule 13E-3 by mail,
shareholders will also be able to obtain these documents, as well
as other filings containing information about the Corporation, the
transaction, and related matters, without charge from the SEC's
website (http://www.sec.gov).
About EXFO
EXFO (NASDAQ: EXFO) (TSX: EXF) develops
smarter test, monitoring and analytics solutions for fixed and
mobile network operators, webscale companies and equipment
manufacturers in the global communications industry. Our customers
count on us to deliver superior network performance, service
reliability and subscriber insights. They count on our unique blend
of equipment, software and services to accelerate digital
transformations related to fiber, 4G/LTE and 5G deployments. They
count on our expertise with automation, real-time troubleshooting
and big data analytics, which are critical to their business
performance. We've spent over 30 years earning this trust, and
today 1,900 EXFO employees in over 25 countries work side by side
with our customers in the lab, field, data center and beyond.
No Offer or Solicitation
This announcement is for
informational purposes only and does not constitute an offer to
purchase or a solicitation of an offer to sell shares of EXFO.
EXFO-C
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SOURCE EXFO Inc.