QUEBEC
CITY, Aug. 9, 2021 /PRNewswire/ - EXFO Inc.
("EXFO" or the "Corporation") (NASDAQ: EXFO) (TSX:
EXF), announces that 11172239 Canada Inc. (the
"Purchaser") has agreed to increase the purchase price
for the acquisition of all the issued and outstanding subordinate
voting shares of EXFO, from US $6.00 to US $6.25 per
subordinate voting share not held directly or indirectly by
Germain Lamonde and Philippe Morin. The parties have also amended
the arrangement agreement dated June 7,
2021, as amended on July 6,
2021 and July 12, 2021
accordingly. The terms and conditions of the Arrangement Agreement
otherwise remain unchanged.
The Purchaser and EXFO have also entered into support and voting
agreements (the "Support Agreements") with Westerly Capital
Management LLC ("Westerly Capital"), Mr. Chris Galvin
and EHP Funds Inc., shareholders of the Corporation who
beneficially own or have control or direction over
3,161,487 subordinate voting shares in the aggregate which can
be voted at the special meeting of shareholders of EXFO to be held
on August 13, 2021, or at any
adjournment or postponement thereof (the "Meeting"), or
approximately 14.75% of all the issued and outstanding subordinate
voting shares of EXFO, other than the subordinate voting shares
held directly or indirectly by Germain
Lamonde and Philippe Morin.
Under the terms of the Support Agreements, Westerly Capital,
Mr. Chris Galvin and EHP Funds Inc. have agreed to support and
vote the 3,161,487 subordinate voting shares of EXFO that they
control in favour of the Purchaser's acquisition of EXFO.
"We have been long term supportive shareholders of EXFO and we
support Mr. Lamonde's revised offer to take EXFO private. We
believe that the transaction represents a fair outcome for EXFO's
minority shareholders as it provides actionable, attractive and
immediate liquidity," said Chris
Galvin, Managing Partner at Westerly Capital.
"I am very pleased that, in line with the positive
recommendation from ISS – Institutional Shareholder Services Inc,
the leading third party proxy advisory firm, we have received
strong endorsements from several of our largest minority
shareholders for the proposed transaction, including Westerly
Capital and Mr. Chris Galvin, as well as EHP Funds Inc., both
amongst the largest minority shareholder of EXFO," said
Germain Lamonde, founder and
controlling shareholder of the Corporation.
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.
If you have already voted your subordinate voting shares and
wish to change your vote, you can submit your new vote in
accordance with the instructions in the section of the proxy
solicitation circular entitled "Voting Information – Appointment
and Revocation of Proxies", prior to the deadline of
10:00 a.m. (Québec City time) on Wednesday, August 11, 2021, and your new vote
will supersede and replace any previously submitted vote.
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.
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).
Required Early Warning Report Information
Germain Lamonde and his
affiliates and associates control, directly or indirectly, the
Excluded Shares and 31,643,000 Multiple Voting Shares, representing
14.22% of the issued and outstanding Subordinate Voting Shares and
100% of the issued and outstanding Multiple Voting Shares,
respectively, representing collectively 61.46% of the issued and
outstanding Shares and 93.53% of the voting rights attached to all
of the issued and outstanding Shares on an undiluted basis.
Upon closing of the Arrangement, Germain
Lamonde intends to cause the Shares to cease to be listed on
the Toronto Stock Exchange and the NASDAQ, to cause EXFO to submit
an application to cease to be a reporting issuer under applicable
Canadian securities laws, to cause EXFO to file a certification and
notice on Form 15 with the SEC to suspend its reporting
obligations under U.S. securities laws, and to otherwise terminate
EXFO's public reporting requirements.
An updated early warning report will be filed by Germain Lamonde with applicable Canadian
securities regulatory authorities. To obtain copies of the early
warning report, please contact Mr. Germain Lamonde at
1-800-663-3936.
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.
EXFO-C
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 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 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.
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.
