QUEBEC CITY, Aug. 13, 2021 /PRNewswire/ - EXFO
Inc. ("EXFO" or the "Corporation") (NASDAQ:
EXFO) (TSX: EXF), is pleased to announce that, at the special
meeting of its shareholders (the "Shareholders") held
today (the "Meeting"), a significant majority of
shareholders voted in favour of the special resolution
(the "Arrangement Resolution") approving the previously
announced plan of arrangement under Section 192 of the
Canada Business Corporations Act pursuant to which 11172239
Canada Inc. will acquire all the issued and outstanding subordinate
voting shares of EXFO, other than the subordinate voting shares
held by Germain Lamonde, G. Lamonde
Investissements Inc., 9356-8988 Québec Inc., and Philippe Morin (the "Excluded
Shares") for US $6.25 per subordinate voting share in cash
(the "Arrangement").
Shareholders carrying an aggregate of 333,666,141 votes,
representing approximately 97.49% of votes entitled to be cast at
the Meeting, were represented in person or by proxy at the Meeting.
The Arrangement Resolution was approved by 99.65% of the votes cast
by shareholders, voting together as a single class, as well as
90.95% of the votes cast by the holders of subordinate voting
shares, excluding the votes attached to the Excluded Shares, whose
votes are required to be excluded in determining minority approval
pursuant to Regulation 61-101 respecting Protection of Minority
Security Holders in Special Transactions.
"I would like to thank EXFO shareholders for their continued
support over the years and in relation to the proposed transaction"
said Germain Lamonde, Founder and
Executive Chairman of the Board.
The Arrangement remains subject to customary closing conditions
including the approval of the Superior Court of Québec.
Caution Regarding Forward-looking Statements
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. These statements
are based on certain assumptions deemed reasonable by EXFO, but are
subject to certain risks and uncertainties, several of which are
outside the control of EXFO, which may cause results to vary
materially. Such risks and uncertainties include, but are not
limited to the following: the possibility that financing may not be
available; the possibility that various closing conditions for the
transaction may not be satisfied or waived; and other risks and
uncertainties discussed in documents filed with the U.S. Securities
and Exchange Commission and with Canadian securities authorities.
EXFO disclaims any intention or obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, other than as required by
securities laws.
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
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SOURCE EXFO Inc.
