QUÉBEC CITY, QC,
June 16,
2021 /CNW/ - As the controlling shareholder of EXFO
Inc. (EXFO), I want to provide absolute clarity for
stakeholders regarding my intentions in response to the recent
unsolicited proposal to acquire EXFO by Viavi Solutions Inc.
(Viavi) and any further proposal to be made by Viavi or any
other third party.
This is the third time that Viavi has made an offer to acquire
EXFO, after its first and second attempts in November 2020 at a price of US$4.75 and in May
2021 at a price of US$5.25,
respectively. On both occasions, I have indicated clearly to the
board of directors of EXFO that, as the controlling shareholder of
EXFO, I would not consider any transaction with Viavi and the board
consequently concluded that there was no merit in pursuing any
discussions with Viavi and did reiterate today to the board that,
for the third time, Viavi's non-binding proposal would not obtain
my support as the controlling shareholder.
For a number of years, I was regularly contacted by shareholders
expressing concern over the trading price and liquidity of EXFO's
shares (the Shares). Having considered from time to time
whether it would be more beneficial for the Corporation's medium
and long term prospects to operate as a private company, and
considering the concerns expressed by shareholders, I stand by the
merits of the transaction by plan of arrangement that I initiated
which was announced on June 7, 2021
at a price of US$6.00 per Share in
cash (the Proposed Transaction). As I have previously
indicated numerous times to the board of EXFO, as a controlling
shareholder, I will not consider any alternative change of control
transaction of EXFO, such as the one proposed by Viavi and my
Shares are not for sale. I have founded EXFO and been involved in
the company over the last 35 years and I believe that the
business is well-managed, growing, strategically positioned for the
evolving and dynamic future of the communications test and
measurement industry.
I want to be crystal clear for the benefit of EXFO's
shareholders and other stakeholders: either the Proposed
Transaction that I made at US$6.00
and that was announced on June 7,
2021, is accepted by shareholders or, should EXFO's
shareholders not support this transaction, EXFO will continue its
life as a public company. I believe wholeheartedly in the prospects
of EXFO as a stand-alone company and I have no intention of
changing the current operations of EXFO, including the location of
its head office in Québec city.
I wish to remind shareholders of EXFO that the Proposed
Transaction would provide them with immediate liquidity at a 63%
premium to the 20-day volume-weighted average trading price for the
Subordinate Voting Shares on the Nasdaq Global Select Market for
the period ending on June 4, 2021,
the last trading day prior to the date of the announcement of the
Proposed Transaction.
About Germain Lamonde
Germain Lamonde is the founder of
EXFO and its Executive Chairman. Germain
Lamonde controls, directly or indirectly, 3,672,474
Subordinate Voting Shares and 31,643,000 multiple voting shares of
EXFO, representing 14.22% of the issued and outstanding subordinate
voting shares of EXFO, and 100% of the issued and outstanding
multiple voting shares of EXFO and, respectively, representing
collectively 61.46% of the issued and outstanding Shares and 93.53%
of the voting rights attached to all the issued and outstanding
Shares.
In connection with the Proposed Transaction, EXFO will prepare
and mail a Schedule 13E-3 Transaction Statement (the "Schedule
13E-3"). The Schedule 13E-3 will be filed with the U.S. Securities
and Exchange Commission (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 of EXFO will
also be able to obtain these documents, as well as other filings
containing information about EXFO, the transaction, and related
matters, without charge from the SEC's website
(http://www.sec.gov).
EXFO-C
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SOURCE EXFO Inc.