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 9
|
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 9
|
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 9
|
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 9
|
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 9
|
Item 1. Security and
Issuer.
This Amendment No. 1 to Schedule 13D (as so amended, the “Statement”)
is being filed to amend the Statement as originally filed with the Securities and Exchange Commission on July 22, 2021, and 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.
No material change.
Item 3. Source and Amount
of Funds or Other Consideration.
No material change.
Item 4. Purpose of Transaction.
Item 4 is hereby amended
and restated as follows:
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.
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. On August
9, 2021, the Arrangement Agreement was further amended, by way of a third amending agreement (the “Third Amending Agreement”),
in connection with the increase of the purchase price of the acquisition of all of the issued and outstanding Subordinate Voting Shares
from $6.00 to $6.25 per Subordinate Voting Share, except the Excluded Shares. The terms and conditions of the Arrangement Agreement otherwise
remain unchanged. The information disclosed in this paragraph is qualified by the Amending Agreement, the Second Amending Agreement and
the Third Amending Agreement, which are filed hereto as Exhibit 99.3, Exhibit 99.4 and Exhibit 99.5, which are incorporated
by reference herein.
CUSIP No. 302046 10 7
|
SCHEDULE 13D
|
Page
7 of 9
|
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 99.6, Exhibit 99.7, Exhibit 99.8 and Exhibit 99.9, 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 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
99.10, 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 99.11,
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.
No material change.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to the Issuer.
No material change.
CUSIP No. 302046 10 7
|
SCHEDULE 13D
|
Page
8 of 9
|
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 (previously filed).
|
|
|
|
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
|
|
Third Amending Agreement, dated August 9, 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 August 11, 2021).
|
|
|
|
Exhibit 99.6
|
|
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 99.7
|
|
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 99.8
|
|
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 99.9
|
|
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 99.10
|
|
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 99.11
|
|
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 99.12
|
|
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
9 of 9
|
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: August 11, 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
|
|
|
|
Title:
|
President
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Germain Lamonde
|
|
|
|
Name:
|
Germain Lamonde
|
|
|
|
|
|
|
|
By:
|
/s/ Philippe Morin
|
|
|
|
Name:
|
Philippe Morin
|
|