QUEBEC CITY, July 22, 2021 /PRNewswire/ - 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 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. on July 20, 2021.
In a going-private transaction announcement on June 7, 2021 and as reiterated by press
releases issued on June 16, 2021, and
July 20, 2021, 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, stated publicly and to EXFO's Board of
Directors that he would not consider any proposal made by Viavi
Solutions Inc. or 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 statements 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 and therefore, is not a "Superior Proposal" as such term
is defined in the Arrangement Agreement.
The special meeting of the shareholders to approve the
going-private transaction is scheduled to be held on August 13, 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 is set out in the management
proxy circular filed and mailed to shareholders, which, together
with the Arrangement Agreement, is available under EXFO's profile
at www.sedar.com.
In connection with the transaction, the Corporation has prepared
and mailed a Schedule 13E-3 Transaction Statement (the "Schedule
13E-3"). The Schedule 13E-3 has been 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.
EXFO-C
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.
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SOURCE EXFO Inc.
