11172239 Canada Inc entered into an arrangement agreement to acquire 38.5% stake in EXFO Inc. (TSX:EXF) for approximately $130 million on June 7, 2021. As per the terms, buyer will acquire remaining Subordinate Voting Shares and will pay $6 per Subordinate Voting Share in cash. As of June 7, 2021, Germain Lamonde (controlled the buyer) controls, directly or indirectly 14.22% of the issued and outstanding Subordinate Voting Shares, and 100% of the issued and outstanding Multiple Voting Shares and, respectively, representing collectively 61.5% of the issued and outstanding shares of EXFO Inc. Upon completion of the proposed transaction, buyer will directly or indirectly beneficially own or control all of the issued and outstanding Subordinate Voting Shares and Multiple Voting Shares. As of August 9, 2021, 11172239 Canada Inc entered into an arrangement agreement to acquire 38.5% stake in EXFO Inc. for approximately $140 million. The offer per share was increased to $6.25 per share.
In connection with the proposed transaction, National Bank of Canada and Investissement Québec have provided commitment letters for senior and subordinated debt financing, respectively, representing an aggregate principal amount sufficient to cover the purchase of the Subordinate Voting Shares. In case of termination, buyer will pay $3.65 million equal to 2.75% of the total consideration and EXFO Inc will pay $3.65 million equal to 2.75% of the total consideration. As of July 7, 2021, 11172239 Canada Inc entered into an amendment arrangement agreement to acquire 38.5% stake in EXFO Inc., pursuant to which the 11172239 Canada and EXFO, agree to amend the arrangement agreement by deleting the defined term 11172239 Canada termination fee and replacing it with the following 2.75% of the total Consideration to be paid by the 11172239 Canada pursuant to the Arrangement, provided that, such calculation of the total Consideration payable shall exclude, if a definitive agreement is reached and the rolling shareholder prior to the date upon which the termination fee becomes payable. EXFO has entered into support and voting agreements with Westerly Capital Management LLC, Chris Galvin and EHP Funds Inc. which together hold 14.75% of the issued and outstanding subordinate voting shares of EXFO.
The transaction is subject to court approval, dissenters rights limited and the approval of the shareholders of EXFO and customary closing conditions. The transaction is not subject to any financing condition. The board of directors of EXFO unanimously approved the Arrangement and unanimously recommends that shareholders vote in favour of the Arrangement at a special meeting of shareholders held to approve the Arrangement. EXFO shareholders will hold a meeting on August 13, 2021 to approve the transaction. As of August 3, 2021, Institutional Shareholder Services Inc. has recommended that EXFO shareholders vote in favour of the going private transaction proposed by 11172239 Canada Inc. Significant majority of shareholders voted in favour of the transaction at special meeting on August 13, 2021. On August 20, 2021, the Superior Court of Québec has issued a final order approving the transaction. The transaction is expected to close no later than September 30, 2021. As of August 20, 2021, the transaction is expected to be completed on or about August 27, 2021. The Special Committee of EXFO has received fairness opinion from TD Securities Inc. and financial advisor as well. Peter Villani and Jean-Michel Lapierre of Fasken Martineau DuMoulin LLP and Daniel P. Riley and Louis J. Marett of Choate, Hall & Stewart LLP are acting as Canadian and U.S. legal counsel to the EXFO respectively. Sidney Horn and Julien Michaud of Stikeman Elliott LLP and Vedder Price are acting as Canadian and U.S. independent legal counsel to the Special Committee, respectively. Paul Raymond and Emmanuel Grondin of Norton Rose Fulbright Canada LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting as Canadian and U.S. legal counsel, respectively, to buyer. CIBC Capital Markets is acting as exclusive financial advisor to buyer. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as a legal advisor to EXFO Inc.
11172239 Canada Inc completed the acquisition of 38.5% stake in EXFO Inc. (TSX:EXF) on August 27, 2021. EXFO will be voluntarily and imminently de-listed from the Toronto Stock Exchange and the NASDAQ.