- Leading proxy advisor Glass Lewis recommends EXFO minority
shareholders vote AGAINST Mr.
Lamonde's going private transaction, in the face of VIAVI's
US$8.00 per share binding superior
proposal
- Glass Lewis highly critical of Mr. Lamonde for his
"obdurate" rejection of VIAVI's proposal and of the EXFO Special
Committee for "snubbing VIAVI's repeat approaches"
- Finds "fundamentally problematic" the EXFO Special
Committee's rationale for recommending the going private
transaction at an inadequate valuation
- Shareholders are encouraged to REJECT Mr. Lamonde's
inferior US$6.00 per share going
private transaction by voting AGAINST it prior to the
August 11, 2021 proxy voting deadline
for the Special Meeting of EXFO shareholders
SCOTTSDALE, Ariz., Aug. 6, 2021 /PRNewswire/ -- Viavi Solutions
Inc. ("VIAVI") (NASDAQ: VIAV) announced today that proxy advisory
firm Glass, Lewis & Co., a leading independent provider of
proxy research and vote recommendations to the investment
community, has recommended that shareholders of EXFO Inc. (TSX:
EXF) (NASDAQ: EXFO) ("EXFO") vote AGAINST Germain Lamonde's
inadequate going-private transaction. Mr. Lamonde's inferior
transaction is valued at US$6.00 per
share, well below VIAVI's binding superior proposal to acquire EXFO
for US$8.00 in cash per share.
Glass Lewis made its recommendation to vote AGAINST Mr.
Lamonde's going-private transaction after carefully reviewing the
facts and arguments related to the transaction, relative to VIAVI's
binding superior proposal.
"We welcome the unbiased recommendation of Glass Lewis and
encourage EXFO shareholders to give significant weight to its
advice." said Oleg Khaykin,
President & CEO of VIAVI.
In recommending that shareholders vote AGAINST Mr.
Lamonde's going-private transaction, Glass Lewis made the following
points in its report:
- "We consider it fundamentally problematic that the special
committee, expressly charged with ensuring the interests of
minority shareholders are accounted for in a conflict-laden going
private transaction, relies on the somewhat obdurate position of
[EXFO's] controlling shareholder as adequate cause to advance a
deal which substantially trails at least one other legitimate,
binding and, apparently, fully financed offer for EXFO.";
- "We further see no cause for investors to reinforce the notion
that the special committee's rationale for snubbing VIAVI's repeat
approaches – the fiat accompli structure of which seems to directly
preempt the utility of such a committee to begin with – was
reasonable here.";
- "[W]e see no reason for minority investors to functionally
reward Mr. Lamonde's seemingly indifferent approach to
privatization…EXFO shareholders should ask themselves if Mr.
Lamonde isn't a seller of shares at $8.00, why should they approve his buying of
shares at $6.00."; and
- The US$6.00 per share value of
Mr. Lamonde's going-private transaction clearly lags EXFO's
marketed control value, and "scarcely seem[s] to align with the
formal valuation and fairness opinion provided by TD
Securities"
VIAVI's Binding Superior Proposal
VIAVI previously submitted an increased binding proposal to
EXFO's board of directors, including a definitive form of
Arrangement Agreement, to acquire EXFO for US$8.00 in cash per share. VIAVI's binding
superior proposal represents a significant premium of:
- 116% to the NASDAQ closing price on June
4, 2021, the trading day before the announcement of the
going private transaction by Mr. Lamonde;
- 33.3% to the US$6.00 per share
consideration offered under Mr. Lamonde's going private
transaction; and
- 6.7% to VIAVI's previous already-superior proposal to acquire
EXFO.
Additionally, VIAVI's binding superior proposal is higher than
the US$5.75 to US$7.50 formal valuation range of EXFO's
subordinate voting shares prepared by TD Securities Inc., acting as
the EXFO Special Committee's own valuator in connection with Mr.
Lamonde's going private transaction.
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. EXFO minority shareholders deserve better.
EXFO shareholders should REJECT Mr. Lamonde's inferior
US$6.00 per share going private
transaction at the Special Meeting of EXFO shareholders by voting
AGAINST it, prior to the August 11,
2021 proxy voting deadline. EXFO shareholders should note
that approval of Mr. Lamonde's going private transaction has a
"majority of a minority" approval component at the Special Meeting
of EXFO shareholders, which excludes all votes attached to shares
controlled by Mr. Lamonde. Mr. Lamonde's going private transaction
also requires court approval on the "fairness" of the transaction.
Completion of the inferior going private transaction will not
provide EXFO's minority shareholders with the opportunity to
receive full and fair value for their investment.
The EXFO Special Committee is once again urged to work with
VIAVI to maximize value for all shareholders, in accordance
with its fiduciary duty.
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
View original content to download
multimedia:https://www.prnewswire.com/news-releases/glass-lewis-recommends-exfo-shareholders-vote-against-germain-lamondes-going-private-transaction-301349829.html
SOURCE VIAVI Financials