If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
1(f) or 1(g), check the following box ☐.
Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”)
or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange
Act (however, see the Notes).
CUSIP No. 302046 10 7
|
SCHEDULE 13D
|
Page
2 of 13
|
1
|
NAME OF REPORTING PERSON
Germain Lamonde
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Quebec, Canada
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
164,561
|
8
|
SHARED VOTING POWER
35,150,913
|
9
|
SOLE DISPOSITIVE POWER
164,561
|
10
|
SHARED DISPOSITIVE POWER
35,150,913 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,315,474
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.5% (2)
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
(1)
|
Represents 164,561 Subordinate Voting Shares held directly by Mr. Lamonde, 316,247 Subordinate Voting
Shares held of record by 9356-8988 Québec Inc., 3,191,666 Subordinate Voting Shares held of record by GLIF (as defined below),
1,900,000 Subordinate Voting Shares that would result if all of the Multiple Voting Shares held of record by 9356-8988 Québec Inc.
were converted on a one-for-one basis, and 29,743,000 Subordinate Voting Shares that would result if all of the Multiple Voting Shares
held of record by GLIF were converted on a one-for-one basis.
|
|
(2)
|
Based on 57,463,245, the sum of (a) 25,820,245 Subordinate Voting Shares issued and outstanding as of
July 15, 2021, as reported in the Company’s Management Proxy Circular which is attached as Exhibit (a)(2)(i) to the Schedule 13E-3
submitted to the Securities and Exchange Commission (the “SEC”) on July 16, 2021 (the “Proxy Circular”)
and (b) 31,643,000 Subordinate Voting Shares that would result in the event that all of the Multiple Voting Shares beneficially owned
by 9356-8988 Québec Inc. and GLIF were exchanged for Subordinate Voting Shares on a one-for-one basis.
|
CUSIP No. 302046 10 7
|
SCHEDULE 13D
|
Page
3 of 13
|
1
|
NAME OF REPORTING PERSON
9356-8988 Québec Inc.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Quebec, Canada
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
2,216,247 (3)
|
9
|
SOLE DISPOSITIVE POWER
None
|
10
|
SHARED DISPOSITIVE POWER
2,216,247 (3)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,216,247 (3)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9% (4)
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
(3)
|
Represents 316,247 Subordinate Voting Shares held of record by 9356-8988 Québec Inc. and 1,900,000
Subordinate Voting Shares that would result if all of the Multiple Voting Shares held of record by 9356-8988 Québec Inc. were converted
on a one-for-one basis.
|
|
(4)
|
Based on 57,463,245, the sum of (a) 25,820,245 Subordinate Voting Shares issued and outstanding as of
July 15, 2021, as reported in the Company’s Proxy Circular which is attached as Exhibit (a)(2)(i) to the Schedule 13E-3 submitted
to the SEC on July 16, 2021 and (b) 31,643,000 Subordinate Voting Shares that would result in the event that all of the Multiple Voting
Shares beneficially owned by 9356-8988 Québec Inc. and GLIF were exchanged for Subordinate Voting Shares on a one-for-one basis.
|
CUSIP No. 302046 10 7
|
SCHEDULE 13D
|
Page
4 of 13
|
1
|
NAME OF REPORTING PERSON
G. Lamonde Investissements Financiers Inc.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Quebec, Canada
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
32,934,666 (5)
|
9
|
SOLE DISPOSITIVE POWER
None
|
10
|
SHARED DISPOSITIVE POWER
32,934,666 (5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,934,666 (5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.3% (6)
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
(5)
|
Represents 3,191,666 Subordinate Voting Shares held of record by GLIF and 29,743,000 Subordinate Voting
Shares that would result if all of the Multiple Voting Shares held of record by GLIF were converted on a one-for-one basis.
|
|
(6)
|
Based on 57,463,245, the sum of (a) 25,820,245 Subordinate Voting Shares issued and outstanding as of
July 15, 2021, as reported in the Company’s Proxy Circular which is attached as Exhibit (a)(2)(i) to the Schedule 13E-3 submitted
to the SEC on July 16, 2021 and (b) 31,643,000 Subordinate Voting Shares that would result in the event that all of the Multiple Voting
Shares beneficially owned by 9356-8988 Québec Inc. and GLIF were exchanged for Subordinate Voting Shares on a one-for-one basis.
|
CUSIP No. 302046 10 7
|
SCHEDULE 13D
|
Page
5 of 13
|
1
|
NAME OF REPORTING PERSON
Philippe Morin
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
716,830
|
8
|
SHARED VOTING POWER
None
|
9
|
SOLE DISPOSITIVE POWER
716,830
|
10
|
SHARED DISPOSITIVE POWER
None
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
716,830
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8% (7)
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
(7)
|
Based on 25,820,245 Subordinate Voting Shares issued and outstanding as
of July 15, 2021, as reported in the Company’s Proxy Circular which is attached as Exhibit (a)(2)(i) to the Schedule 13E-3 submitted
to the SEC on July 16, 2021.
|
CUSIP No. 302046 10 7
|
SCHEDULE 13D
|
Page
6 of 13
|
Item 1. Security and
Issuer.
This Schedule 13D (the “Statement”)
relates to the subordinate voting shares, no par value (the “Subordinate Voting Shares”) of EXFO, Inc., a Canadian
corporation (the “Company”), whose principal executive offices are located at 400 Godin Avenue, Québec City,
Québec, G1M 2K2, Canada.
Item 2. Identity and Background.
(a)-(c), (f) This Statement
is being filed by:
|
(i)
|
Germain Lamonde, a citizen of Canada (“Mr. Lamonde”);
|
|
(ii)
|
9356-8988 Québec Inc., a Canadian company (“9356-8988 Québec”);
|
|
(iii)
|
G. Lamonde Investissements Financiers Inc., a Canadian company (“GLIF”); and
|
|
(iv)
|
Philippe Morin, a citizen of Canada (“Mr. Morin”).
|
Each of the foregoing is referred
to as a Reporting Person and collectively as the “Reporting Persons.” Mr. Lamonde controls 9356-8988 Québec
and GLIF, and is the sole director and officer of each. Mr. Lamonde, 9356-8988 Québec and GLIF are referred to collectively as
the “Lamonde Reporting Persons”.
The business address of each
of the Lamonde Reporting Persons is 400 Godin Avenue, Québec City, Québec, G1M 2K2, Canada. The business address of Mr.
Morin is 2500 Alfred Nobel Boulevard, Saint-Laurent, Québec, H4S 0A4, Canada.
The principal occupation of
Mr. Lamonde is as a director of the Company. The address of the Company is 400 Godin Avenue, Québec City, Québec, G1M 2K2,
Canada.
CUSIP No. 302046 10 7
|
SCHEDULE 13D
|
Page
7 of 13
|
(d)-(e) None of the Reporting
Persons has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount
of Funds or Other Consideration.
This statement is not being
made due to the disposition or acquisition of Subordinate Voting Shares by the Reporting Persons. The descriptions of the Arrangement
Agreement (as defined below), the Voting and Support Agreements (as defined below) and the Debt Commitment Letters (as defined below)
are incorporated by reference in this Item 3.
Item 4. Purpose of Transaction.
On June 7, 2021, the Company
announced that it had entered into an arrangement agreement (“the Arrangement Agreement”) with 11172239 Canada Inc.,
a Canadian company (the “Purchaser”), and GLIF. The Arrangement Agreement provides for, among other things, the acquisition
by the Purchaser, directly or indirectly, of all of the issued and outstanding Subordinate Voting Shares (other than the 3,191,666 Subordinate
Voting Shares controlled by GLIF, the 316,247 Subordinate Voting Shares controlled by 9356-8988 Québec, the 164,561 Subordinate
Voting Shares controlled directly by Mr. Lamonde and the 716,830 Subordinate Voting Shares controlled directly by Mr. Morin (assuming
that an agreement is reached between Mr. Lamonde and Mr. Morin such that Mr. Morin becomes a shareholder of the Purchaser effective upon
the closing) (collectively, the “Excluded Shares”)) by way of a plan of arrangement (“Plan of Arrangement”)
under Section 192 of the Canada Business Corporations Act. Pursuant to the Arrangement Agreement and the Plan of Arrangement, each
holder of Subordinate Voting Shares (other than the Dissenting Shareholders (as defined in the Arrangement Agreement) and the holders
of the Excluded Shares) will be entitled to receive from the Purchaser $6.00 in cash for each Subordinate Voting Share held in the share
capital of the Company and the Company will become a wholly-owned subsidiary of the Purchaser. The information disclosed in this paragraph
is qualified by the Arrangement Agreement, which is filed hereto as Exhibit 99.2, and which is incorporated by reference herein.
CUSIP No. 302046 10 7
|
SCHEDULE 13D
|
Page
8 of 13
|
The Arrangement Agreement
was amended on July 6, 2021 (the “Amending Agreement”), in order to, among other things, (i) make certain technical
amendments to the sequencing of the Plan of Arrangement, (ii) extend the deadline to convene and conduct a meeting of shareholders, and
(iii) provide for the possibility that Mr. Morin will become a shareholder of the Purchaser effective as of the closing of the transaction
if a definitive agreement is reached between Mr. Lamonde and Mr. Morin. On July 12, 2021, the Arrangement Agreement was further amended,
by way of a second amending agreement (the “Second Amending Agreement”), in order to align the Arrangement Agreement
and the Plan of Arrangement with the terms of the depositary agreement to be entered into between the Company and the depositary. The
information disclosed in this paragraph is qualified by the Amending Agreement and the Second Amending Agreement, which are filed hereto
as Exhibit 99.3 and Exhibit 99.4, and which are incorporated by reference herein.
A special meeting of the holders
of the Company’s shareholders has been called for August 13, 2021 to consider, and, if deemed advisable, to pass a special resolution
approving the Plan of Arrangement. Mr. Lamonde, 9356-8988 Québec, GLIF and Mr. Morin have each entered into support and voting
agreements with the Company (the “Support and Voting Agreements”) pursuant to which they have agreed, subject to the
terms thereof, to vote all of their Subordinate Voting Shares in favor of the special resolution approving the statutory Plan of Arrangement
(the “Arrangement Resolution”). 9356-8988 Québec and GLIF have also agreed to vote their Multiple Voting Shares
in favor of the Arrangement Resolution. If the Arrangement Resolution is approved by not less than two-thirds of the votes cast by shareholders
virtually present or represented by proxy at the shareholders’ meeting, voting as a single class (each shareholder being entitled
to one vote per Subordinate Voting Share and the holders of Multiple Voting Shares being entitled to ten votes per multiple voting share),
and a simple majority of the votes cast by the holders of Subordinate Voting Shares (other than Subordinate Voting Shares controlled by
the Reporting Persons) virtually present or represented by proxy at the shareholders’ meeting, the transaction is expected to close
on or about August 24, 2021. The information disclosed in this paragraph is qualified by the Support and Voting Agreements filed hereto
as Exhibit 99.5, Exhibit 99.6, Exhibit 99.7 and Exhibit 99.8, and which are incorporated by reference herein.
A Canadian chartered bank
(the “Lender”) has committed to provide to the Purchaser senior secured syndicated credit facilities in an initial
aggregate principal amount of $125,000,000 (the “Senior Facility Commitment Letter”), consisting of (i) a senior secured
revolving facility in an initial principal amount of $50,000,000 and (ii) a senior secured term loan in a principal amount of $75,000,000
(collectively, the “Senior Facility”). All advances under the revolving facility shall be used by the Purchaser to
finance the general corporate purposes of the Purchaser including, but not limited to, permitted acquisitions, permitted distributions,
capital expenditures and investments, but shall not be used to finance the arrangement (the “Arrangement”) pursuant
to the Arrangement Agreement and any related fees or expenses. The proceeds of the term loan shall be used exclusively
CUSIP No. 302046 10 7
|
SCHEDULE 13D
|
Page
9 of 13
|
to finance the
Arrangement (including to refinance the existing debt of the Company), as well as any related fees and expenses incurred by the Purchaser
on the closing date of the Arrangement. The obligation of the Lender to provide the Senior Facility is subject to customary conditions.
The information disclosed in this paragraph is qualified by the Senior Facility Commitment Letter, which is filed hereto as Exhibit
99.9, and which is incorporated by reference herein.
In addition to the Senior
Facility, a Québec crown corporation (the “Subordinated Lender”) has committed to provide an aggregate principal
amount of $72,500,000 of credit facilities to be made available to the Purchaser (the “Subordinated Facility Commitment Letter”
and, together with the Senior Facility Commitment Letter, the “Debt Commitment Letters”), consisting of (i) a subordinated
facility in a principal amount of $60,000,000 and (ii) a convertible facility in a principal amount of $12,500,000 (collectively, the
“Subordinated Facility”). The proceeds of the Subordinated Facility shall be used exclusively to finance the
Arrangement, as well as any related fees and expenses incurred by the Purchaser on the closing date of the Arrangement. The obligation
of the Subordinated Lender to provide the Subordinated Facility is subject to customary conditions. The information disclosed in this
paragraph is qualified by the Subordinated Facility Commitment Letter, a translation of which is filed hereto as Exhibit 99.10,
and which is incorporated by reference herein.
Except as set forth in this
Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act.
Item 5. Interest in Securities
of the Issuer.
(a) and (b) Items 7 through
11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. The percentages used for the Lamonde Reporting
Person are calculated using a denominator of 57,463,245, the sum of (a) 25,820,245 Subordinate Voting Shares issued and outstanding as
of July 15, 2021, as reported in the Company’s Proxy Circular which is attached as Exhibit (a)(2)(i) to the Schedule 13E-3 submitted
to the SEC on July 16, 2021 and (b) 31,643,000 Subordinate Voting Shares that would result in the event that the Multiple Voting Shares
beneficially owned by the Lamonde Reporting Persons were exchanged for Subordinate Voting Shares on a one-for-one basis. The percentage
used for Mr. Morin is calculated based on 25,820,245 Subordinate Voting Shares issued and outstanding as of July 15, 2021, as reported
in the Company’s Proxy Circular.
CUSIP No. 302046 10 7
|
SCHEDULE 13D
|
Page
10 of 13
|
As a result of filing
a Schedule 13E-3 with the SEC on July 16, 2021, the Reporting Persons may be deemed to be members of a “group” pursuant to
Section 13(d) of the Exchange Act. However, Mr. Lamonde, 9356-8988 Québec and GLIF each expressly disclaim beneficial ownership
of the Subordinate Voting Shares beneficially owned by Mr. Morin, and Mr. Morin expressly disclaims beneficial ownership of the Subordinate
Voting Shares and Multiple Voting Shares beneficially owned by Mr. Lamonde, 9356-8988 Québec and GLIF. Neither the filing of this
Statement nor any of its contents shall be deemed (a) an admission that any of the Lamonde Reporting Persons beneficially own any of the
Subordinate Voting Shares that are beneficially owned by Mr. Morin, or (b) an admission that Mr. Morin beneficially owns any of the Subordinate
Voting Shares or Multiple Voting Shares that are beneficially owned by the Lamonde Reporting Parties.
(c) Except as
set forth in this Item 5(c), Item 3, or otherwise herein, to the knowledge of the Reporting Persons with respect to the persons named
in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in the Subordinate Voting
Shares during the past 60 days.
(d) No person other
than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, any securities owned by any member of the group.
(e) Not applicable.
CUSIP No. 302046 10 7
|
SCHEDULE 13D
|
Page
11 of 13
|
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to the Issuer.
The information disclosed
under Item 4 above is hereby incorporated by reference into this Item 6.
Please see Item 5(a), which
is hereby incorporated by reference.
On July 6, 2000, Mr. Lamonde,
GEXFO Investissements Technologiques Inc., GLIF, Fiducie Germain Lamonde, EXFO Electro-Optical Engineering Inc., and CIBC Mellon Trust
Company entered into a trust agreement (the “Trust Agreement”) pursuant to which Mr. Lamonde, GEXFO Investissements
Technologiques Inc., GLIF, and Fiducie Germain Lamonde placed their Multiple Voting Shares on deposit with the trustee and have undertaken
not to sell or dispose of, directly or indirectly, any Multiple Voting Shares pursuant to a take-over bid, as defined by applicable securities
legislation, under circumstances in which securities legislation would have required the same offer or a follow-up offer to be made to
all holders of Subordinate Voting Shares if the sale had been of Subordinate Voting Shares rather than Multiple Voting Shares, but otherwise
on the same terms, subject to certain exceptions. The information disclosed in this paragraph is qualified by the Trust Agreement, which
is filed hereto as Exhibit 99.11, and which is incorporated by reference herein.
The Reporting Persons
entered into a Joint Acquisition Statement on July 22, 2021 (the “Joint Filing Agreement”), pursuant to which they
have agreed to file this Statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act. A copy of
the Joint Filing Agreement is attached hereto as Exhibit 99.1.
Except as described above
or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Company, including,
but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
CUSIP No. 302046 10 7
|
SCHEDULE 13D
|
Page
12 of 13
|
Item 7. Materials to be Filed
as Exhibits.
Exhibit 99.1
|
Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Exchange Act.
|
|
|
Exhibit 99.2
|
Arrangement Agreement, dated June 7, 2021, between EXFO, Inc., 11172239 Canada Inc. and G. Lamonde Investissements Financiers Inc. (incorporated by reference to EXFO, Inc.’s report on Form 6-K submitted to the SEC on June 10, 2021).
|
|
|
Exhibit 99.3
|
Amending Agreement, dated July 6, 2021, between EXFO, Inc., 11172239 Canada Inc. and G. Lamonde Investissements Financiers Inc. (incorporated by reference to EXFO, Inc.’s report on Form 6-K submitted to the SEC on July 7, 2021).
|
|
|
Exhibit 99.4
|
Second Amending Agreement, dated July 12, 2021, between EXFO, Inc., 11172239 Canada Inc. and G. Lamonde Investissements Financiers Inc. (incorporated by reference to EXFO, Inc.’s Schedule 13E-3 submitted to the SEC on July 16, 2021).
|
|
|
Exhibit 99.5
|
Support and Voting Agreement, dated June 7, 2021,
between Germain Lamonde and EXFO, Inc. (incorporated by reference to EXFO, Inc.’s Schedule 13E-3 submitted to the SEC on July 16,
2021).
|
Exhibit 99.6
|
Support and Voting Agreement, dated June 7, 2021,
between Philippe Morin and EXFO, Inc. (incorporated by reference to EXFO, Inc.’s Schedule 13E-3 submitted to the SEC on July 16,
2021).
|
Exhibit 99.7
|
Support and Voting Agreement, dated June 7, 2021, between 9356-8988 Québec Inc. and EXFO, Inc. (incorporated by reference to EXFO, Inc.’s Schedule 13E-3 submitted to the SEC on July 16, 2021).
|
|
|
Exhibit 99.8
|
Support and Voting Agreement, dated June 7, 2021, between G. Lamonde Investissements Financiers Inc. and EXFO, Inc. (incorporated by reference to EXFO, Inc.’s Schedule 13E-3 submitted to the SEC on July 16, 2021).
|
|
|
Exhibit 99.9
|
Commitment Letter, dated June 4, 2021, by and between
National Bank of Canada and 11172239 Canada Inc. (incorporated by reference to EXFO, Inc.’s Schedule 13E-3 submitted to the SEC
on July 16, 2021).
|
Exhibit 99.10
|
Translation of the Commitment Letter, dated June 4,
2021, by and between Investissement Québec and 11172239 Canada Inc. (incorporated by reference to EXFO, Inc.’s Schedule 13E-3
submitted to the SEC on July 16, 2021).
|
Exhibit 99.11
|
Trust Agreement, dated July 6, 2000, between Germain Lamonde, GEXFO Investissements Technologiques Inc., G. Lamonde Investisssements Financiers Inc., Fiducie Germain Lamonde, EXFO Electro-Optical Engineering Inc., and CIBC Mellon Trust Company (incorporated by reference to EXFO, Inc.’s Schedule 13E-3 submitted to the SEC on July 16, 2021).
|
CUSIP No. 302046 10 7
|
SCHEDULE 13D
|
Page
13 of 13
|
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: July 22, 2021.
|
G. LAMONDE INVESTISSEMENTS FINANCIERS INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Germain Lamonde
|
|
|
|
Name:
|
Germain Lamonde
|
|
|
|
Title:
|
President
|
|
|
|
|
|
|
|
|
|
|
|
|
9356-8988 QUÉBEC INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Germain Lamonde
|
|
|
|
Name:
|
Germain Lamonde
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Title:
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President
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By:
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/s/ Germain Lamonde
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Name:
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Germain Lamonde
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By:
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/s/ Philippe Morin
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Name:
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Philippe Morin
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