UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
For the month of July 2021
EXFO Inc.
(Translation of registrant’s name into English)
400 Godin Avenue, Quebec, Quebec, Canada G1M 2K2
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______.
On July 12, 2021, EXFO Inc. (the “Corporation”), a Canadian corporation, has entered into a second amendment to the arrangement agreement, dated June 7,
2021, pursuant to which 11172239 Canada Inc. (the “Purchaser”), a corporation controlled by Mr. Germain Lamonde, EXFO’s founder and majority shareholder, will acquire all of the issued and outstanding subordinate voting shares of the Corporation not
already controlled, directly or indirectly, by Mr. Germain Lamonde (the “Arrangement Agreement”). The Arrangement Agreement was further amended, by way of a second amending agreement, to align the Arrangement Agreement and the Plan of Arrangement
with the terms of the depositary agreement to be entered into between the Corporation and the Depositary. This report on Form 6-K sets forth the Amending Agreement disclosed on July 12, 2021. This Second Arrangement Agreement is hereby incorporated
as a document by reference to Form F-3 (Registration Statement under the Securities Act of 1933) declared effective as of July 30, 2001 and to Form F-3 (Registration Statement under the Securities Act of 1933) declared effective as of March 11, 2002
and to amend certain material information as set forth in these two Form F-3 documents.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: July 21, 2021
SECOND AMENDING AGREEMENT
THIS SECOND
AMENDING AGREEMENT is made as of July 12, 2021,
WHEREAS the
Purchaser, the Purchaser Parent and the Corporation entered into an arrangement agreement dated June 7, 2021, as amended by an Amending Agreement dated as of July 6, 2021 (the “Arrangement Agreement”), pursuant to which, among other things, the Purchaser has agreed, subject to the satisfaction or waiver of the closing conditions set out therein, to acquire all of the issued and
outstanding subordinate voting shares of the Corporation (the “Subordinate Voting Shares”) other than those Subordinate Voting Shares owned or
beneficially controlled by the Purchaser, the Rolling Shareholder (assuming an agreement is reached between the Purchaser or any of its affiliates and the Rolling Shareholder prior to the filing of the Articles of Arrangement such that the Rolling
Shareholder will, effective upon Closing, become a shareholder of the Purchaser) or any of their affiliates;
AND WHEREAS
the Parties wish to further amend the Arrangement Agreement as set forth herein;
NOW THEREFORE,
in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:
Section 4.2 Lost Certificates
In the event any certificate which immediately prior to the Effective Time represented one or more Subordinate Voting Shares that
were transferred pursuant to Section 2.3 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed and who was listed immediately prior to the
Effective Time as the registered holder thereof on the share register maintained by or on behalf of the Corporation, the Depositary shall issue in exchange for such lost, stolen or destroyed certificate, a cheque (or other form of immediately
available funds) representing the cash amount to which such holder is entitled to receive for such Subordinate Voting Shares under this Plan of Arrangement in accordance with such holder’s Letter of Transmittal. When authorizing such payment in
exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall, as a condition precedent to the delivery of such cash, give a bond satisfactory to the Purchaser and the Depositary (each acting
reasonably) in such sum as the Purchaser may direct, or otherwise indemnify the Corporation, the Purchaser and the Depositary in a manner satisfactory to the Corporation, the Purchaser and the Depositary (each acting reasonably) against any claim
that may be made against the Corporation, the Purchaser or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.
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IN WITNESS WHEREOF the
Parties have executed this Second Amending Agreement.