QUEBEC CITY,
Aug. 27, 2021
/PRNewswire/ - EXFO Inc. ("EXFO" or
the "Corporation") (NASDAQ: EXFO) (TSX: EXF) is pleased
to announce that the transaction contemplated by the previously
announced statutory plan of arrangement under the provisions of the
Canada Business Corporations Act involving the Corporation
and 11172239 Canada Inc., a corporation controlled by Germain Lamonde (the "Purchaser"), was
completed earlier today (the "Arrangement"). Pursuant to the
Arrangement, the Purchaser acquired all the issued and outstanding
subordinate voting shares of EXFO, other than the subordinate
voting shares held by the Purchaser, for US $6.25 per subordinate voting share in cash.
Consideration for the purchased subordinate voting shares has
been paid to AST Trust Company (Canada), as depositary under the Arrangement,
and will be sent to former shareholders as soon as reasonably
practicable after the date hereof (or, in the case of registered
shareholders, as soon as reasonably practicable after a properly
completed and signed letter of transmittal is received by the
depositary together with the share certificate(s) and/or Direct
Registration System (DRS) Advice(s) representing shares formerly
held by them).
"As we're about to write a new chapter in EXFO's 36-year
history, I would like to express my heartfelt appreciation to
shareholders, customers and employees around the world as we heard
you loud and clear with your overwhelming support and confidence in
our going-private transaction," said Germain Lamonde, EXFO's founder and majority
shareholder. "EXFO has built a tremendous reputation as a
disruptive innovator and partner of choice with best-of-class
support and service on a global basis. Although a competitor
created unnecessary noise during this privatization process to
reduce the competitive environment, I can assure all customers that
EXFO is emerging stronger and more determined than ever to continue
making a difference in your networks while expanding our leadership
in the telecom test and service assurance industry."
EXFO and the Purchaser will effect a vertical short-form
amalgamation on or about September 1,
2021, with the Purchaser and EXFO continuing as one
corporation under the name "EXFO Inc."
As a result of the transaction, the subordinate voting shares of
EXFO will be voluntarily and imminently de-listed from the Toronto
Stock Exchange and the NASDAQ. In addition, Germain Lamonde intends to cause EXFO to submit
an application to cease to be a reporting issuer under applicable
Canadian securities law, to cause EXFO to file a certification and
notice on Form 15 with the SEC to suspend its reporting
obligations under U.S. securities laws, and to otherwise terminate
EXFO's public reporting requirements.
Caution Regarding Forward-looking Statements
This press release contains forward-looking statements within
the meaning of Canadian securities laws. In addition, this press
release also 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. These statements are based on
certain assumptions deemed reasonable by EXFO, but are subject to
certain risks and uncertainties, several of which are outside the
control of EXFO, which may cause results to vary materially. EXFO
disclaims any intention or obligation to publicly update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise, other than as required by
securities laws.
About EXFO
EXFO 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.
EXFO-C
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SOURCE EXFO Inc.
