- Shareholders are encouraged to REJECT Mr. Lamonde's
inferior US$6.00 per share going
private transaction at the EXFO Special Meeting of Shareholders on
Friday, August 13, 2021
- Shareholders may also exercise dissent rights and demand to
be paid the fair value of their shares
- In addition, shareholders may contest the fairness
of Mr. Lamonde's going private transaction by appearing at the
fairness hearing before the Québec Superior Court on Friday, August 20, 2021
SCOTTSDALE, Ariz., July 29, 2021 /PRNewswire/ -- Viavi Solutions
Inc. ("VIAVI") (NASDAQ: VIAV) would like to thank EXFO Inc. (TSX:
EXF) (NASDAQ: EXFO) ("EXFO") minority shareholders for their strong
support to date for VIAVI's binding superior proposal to acquire
EXFO for US$8.00 in cash per share.
Those VIAVI has spoken to support VIAVI's binding superior proposal
and believe that Germain Lamonde,
EXFO's Chairman and majority shareholder, and the EXFO Special
Committee should do what is right for all shareholders – not
just Mr. Lamonde – and accept VIAVI's binding superior
proposal.
Mr. Lamonde has issued a coercive ultimatum to EXFO minority
shareholders: either accept his inadequate US$6.00 per share going private transaction or be
forced to continue to hold EXFO shares – which traded at
US$3.70 prior to the announcement of
his going private transaction on June 7,
2021 – and could return to that trading level in light of
Mr. Lamonde's refusal to consider a value-maximizing transaction
that would benefit all EXFO shareholders.
As the EXFO Special Committee inexplicably continues to
recommend Mr. Lamonde's inferior US$6.00 per share going private transaction, EXFO
minority shareholders have asked VIAVI what options are available
to them.
VIAVI firmly believes that EXFO shareholders deserve fair value.
Shareholders should REJECT Mr. Lamonde's inferior US$6.00 per share going private transaction at
EXFO's Special Meeting of Shareholders on Friday, August 13, 2021, and take the following
actions:
- Demand your elected directors defend your
rights. Call and write letters to Mr. Lamonde and the EXFO
Special Committee, pinpointing their failure to act in the best
interests of all shareholders and demanding they accept
VIAVI's binding superior proposal. Mr. Lamonde has even publicly
stated that his going private transaction was in response to
shareholder pressure.
- Demonstrate the will of shareholders – other than Mr.
Lamonde. If the EXFO Special Committee refuses to
acknowledge the interests of all its shareholders and continues to
recommend Mr. Lamonde's going private transaction, publicly express
support for VIAVI's binding superior proposal to acquire EXFO for
US$8.00 in cash per share
(US$2.00 or 33.3% higher than the
US$6.00 per share offer under Mr.
Lamonde's going private transaction).
- Exercise your dissent rights. Registered
shareholders of EXFO have the right to dissent with respect to the
going private transaction and, if the transaction becomes
effective, to be paid the fair value of their shares. To do so, a
dissent notice must be sent to and received by EXFO by no later
than 10:00 a.m. (Québec City time) on
Wednesday, August 11, 2021. A
non-registered shareholder who wishes to exercise dissent rights
must make arrangements for the shares beneficially owned by such
holder to be registered in the name of such holder through their
Intermediary prior to the time the dissent notice is required to be
received by EXFO or alternatively, make arrangements for the
registered shareholder of such shares to exercise dissent rights on
behalf of such Shareholder. Further information on your dissent
rights is described in EXFO's circular for the going private
transaction, available at EXFO's profile on SEDAR.
- Contest fairness. Shareholders may contest the fairness
of Mr. Lamonde's going private transaction by appearing at the
fairness hearing which, according to EXFO's circular, is currently
expected to be presented before the Québec Superior Court on
Friday, August 20, 2021 at
11:00 a.m. (Québec City time). Any
shareholder who wishes to appear and be heard at the fairness
hearing must file a notice of appearance with the Court's registry
and serve same on EXFO's counsel, as described in EXFO's circular,
no later than 4:30 p.m. (Montréal
time) on Tuesday, August 17, 2021.
Further details are described in EXFO's circular for the going
private transaction, available at EXFO's profile on SEDAR.
VIAVI once again urges the EXFO Special Committee to uphold
their fiduciary duty to act in the best interest of all
shareholders – and to stop recommending Mr. Lamonde's inferior
going private transaction that deprives shareholders of an
additional US$2.00 per share in
value.
VIAVI's binding superior proposal delivers compelling value to
all EXFO shareholders, including Mr. Lamonde, who would receive the
same significant premium as other shareholders, and given his
sizeable interest, would benefit significantly.
EXFO minority shareholders deserve better and the EXFO Special
Committee is urged to take this opportunity to work with VIAVI to
maximize value for all shareholders.
Advisors
Fried Frank Harris
Shriver & Jacobson LLP and McCarthy Tétrault LLP are
acting as U.S. and Canadian legal counsel to VIAVI, respectively.
Kingsdale Advisors is acting strategic shareholder and
communications advisor to VIAVI.
About VIAVI Solutions
VIAVI (NASDAQ: VIAV) is a global
provider of network test, monitoring and assurance solutions for
communications service providers, enterprises, network equipment
manufacturers, government and avionics. We help these customers
harness the power of instruments, automation, intelligence and
virtualization to Command the network. VIAVI is
also a leader in light management solutions for 3D sensing,
anti-counterfeiting, consumer electronics, industrial, automotive,
and defense applications. Learn more about VIAVI
at www.viavisolutions.com. Follow us on VIAVI
Perspectives, LinkedIn, Twitter, YouTube and Facebook.
Forward-Looking Statements
This press release contains
forward-looking statements including statements and expectations
regarding the Proposal, the strategic merits of a transaction
between EXFO and VIAVI, VIAVI's expectations regarding growth,
scale, financial resources and operating leverage, and VIAVI's
plans regarding EXFO's brand, legacy and operations. These
forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those
projected. For more information on these risks, please refer to the
"Risk Factors" section included in the Company's most recent Annual
Report on Form 10-K filed with the Securities and Exchange
Commission on August 24,
2020 and our Quarterly Reports on Form 10-Q filed on
November 10, 2020, February 9, 2021 and May
7, 2021. The forward-looking statements contained in
this press release are made as of the date hereof and the Company
assumes no obligation to update such statements.
Additional Information
VIAVI is providing the
disclosure required under Section 9.2(4) of National Instrument
51-102 – Continuous Disclosure Obligations applicable to
public broadcast solicitations. Any solicitation made by VIAVI will
be made by it (directly or on its behalf) and not by or on behalf
of management of EXFO. All costs incurred for any such solicitation
will be borne by VIAVI. VIAVI has entered into an agreement with
Kingsdale Advisors pursuant to which Kingsdale Advisors has agreed
to provide certain consulting and related services. VIAVI may
solicit proxies in reliance upon the public broadcast exemption to
the solicitation requirements under applicable Canadian corporate
and securities laws, including through press releases, speeches or
publications, and by any other manner permitted under applicable
Canadian corporate and securities laws. If VIAVI commences any
solicitation of proxies, proxies may be revoked by an instrument in
writing by a shareholder giving the proxy or by its duly authorized
officer or attorney, or in any other manner permitted by law.
Neither VIAVI nor, to its knowledge, any of its associates or
affiliates, has any material interest, direct or indirect, by way
of beneficial ownership of securities or otherwise, (i) in any
matter proposed to be acted upon in connection with the Going
Private Transaction or (ii) in any transaction since the beginning
of EXFO's most recently completed financial year or in or in any
proposed transaction which has materially affected or would
materially affect EXFO or any of its subsidiaries. Based upon
publicly available information, EXFO's head office is located at
400 Godin Avenue, Quebec,
Quebec, G1M 2K2, Canada.
Inquiries:
Investors
Bill Ong
+1 (408) 404-4512
bill.ong@viavisolutions.com
Media (regarding the Proposal)
Hyunjoo Kim
+1 (416) 899-6463
hkim@kingsdaleadvisors.com
Media (all other inquiries)
Amit Malhotra
+1 (202) 341-8624
amit.malhotra@viavisolutions.com
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SOURCE VIAVI Financials
