QUEBEC
CITY, Aug. 3, 2021 /PRNewswire/ - EXFO Inc.
("EXFO" or the "Corporation") (NASDAQ: EXFO) (TSX:
EXF), is pleased to announce that Institutional Shareholder
Services Inc. (ISS), a leading third party proxy advisory firm,
which, among other services, provides voting recommendations to
pension funds, investment managers, mutual funds and other
institutional shareholders has recommended that EXFO shareholders
vote in favour of the going private transaction proposed by
11172239 Canada Inc, (the "Purchaser"), a corporation
controlled by Mr. Germain Lamonde. The proposed going private
transaction, to be effected by way of a plan of arrangement between
EXFO and the Purchaser is to be voted on at the special meeting of
shareholders to be held on August 13,
2021 (the "Meeting").
To proactively deal with the unprecedented public health impact
of COVID-19, the Meeting will be held in a virtual only format,
which will be conducted via live audio webcast online at
https://web.lumiagm.com/436109447 at 10:00 a.m. (Québec City
time) 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 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.
Shareholder Questions and Assistance
Shareholders who have questions regarding the Arrangement or
require assistance with voting may contact D.F. King (Canada), EXFO's proxy solicitation agent,
by telephone at 1-866-822-1242 (toll-free in North America) or 416-682-3825 (collect
outside North America), or by
email at inquiries@dfking.com.
Forward-looking Information
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. In addition, any statements
that refer to expectations, projections or other characterizations
of future events and circumstances are considered forward-looking
statements. They are not guarantees of future performance and
involve risks and uncertainties. More particularly and without
restriction, this press release contains forward-looking statements
and information regarding: statements and implications about the
anticipated benefits of the proposed transaction for EXFO, its
employees, business partners, shareholders and other stakeholders,
including future financial and operating results, plans,
objectives, expectations and intentions of the Purchaser or EXFO,
and the anticipated timing of the Special Meeting and of the
completion of the proposed transaction.
In respect of the forward-looking statements and information
concerning the anticipated benefits and timing of the completion of
the proposed transaction, EXFO has provided such statements and
information in reliance on certain assumptions that it believes are
reasonable at this time, including assumptions as to the ability of
the parties to receive, in a timely manner and on satisfactory
terms, the necessary shareholder and court approvals; the ability
of the parties to satisfy, in a timely manner, the other conditions
to the completion of the proposed transaction; and other
expectations and assumptions concerning the proposed transaction.
The anticipated dates indicated may change for a number of reasons,
including the inability to receive, in a timely manner, the
necessary shareholder and court approvals, the necessity to extend
the time limits for satisfying the other conditions to the
completion of the proposed transaction or the ability of the Board
of Directors to consider and approve, subject to compliance by the
Corporation of its obligations in this respect under the agreement
providing for the Arrangement (the "Arrangement Agreement"),
a superior proposal for the Corporation. Although EXFO believes
that the expectations reflected in these forward-looking statements
are reasonable, it can give no assurance that these expectations
will prove to have been correct, that the proposed transaction will
be completed or that it will be completed on the terms and
conditions contemplated in this press release. Accordingly,
investors and others are cautioned that undue reliance should not
be placed on any forward-looking statements.
Risks and uncertainties inherent in the nature of the
proposed transaction include, without limitation, the failure of
the parties to obtain the necessary shareholder (including the
Minority Approval) and court approvals or to otherwise satisfy the
conditions to the completion of the proposed transaction; failure
of the parties to obtain such approvals or satisfy such conditions
in a timely manner; significant transaction costs or unknown
liabilities; the ability of the Board of Directors to consider and
approve, subject to compliance by the Corporation of its
obligations in this respect under the Arrangement Agreement, a
superior proposal for the Corporation; the failure to realize the
expected benefits of the proposed transaction; and general economic
conditions. Failure to obtain the necessary shareholder and court
approvals, or the failure of the parties to otherwise satisfy the
conditions to the completion of the proposed transaction or to
complete the proposed transaction, may result in the proposed
transaction not being completed on the proposed terms, or at all.
In addition, if the proposed transaction is not completed, and EXFO
continues as an independent entity, there are risks that the
announcement of the proposed transaction and the dedication of
substantial resources of the Corporation to the completion of the
proposed transaction could have an impact on its business and
strategic relationships (including with future and prospective
employees, customers, suppliers and partners), operating results
and activities in general, and could have a material adverse effect
on its current and future operations, financial condition and
prospects. Furthermore, the failure of EXFO to comply with the
terms of the Arrangement Agreement may, in certain circumstances,
result in it being required to pay a fee to Purchaser, the result
of which could have a material adverse effect on its financial
position and results of operations and its ability to fund growth
prospects and current operations. Consequently, the reader is
cautioned not to place undue reliance on the forward-looking
statements and information contained in this press release. Further
information regarding these and other risks, uncertainties or
factors is included in EXFO's filings with the SEC as well as the
Schedule 13E-3 transaction statement and Circular.
The forward-looking statements in this document reflect the
Corporation's expectations on the date hereof and are subject to
change after that date. The Corporation expressly disclaims any
obligation or intention to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, unless required by applicable securities
laws.
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.
