QUEBEC CITY, Canada - EXFO Inc. ("EXFO" or the "Corporation") (NASDAQ: EXFO; TSX: EXF) is pleased to announce that the transaction contemplated by the previously announced statutory plan of arrangement under the provisions of the Canada Business Corporations Act involving the Corporation and 11172239 Canada Inc., a corporation controlled by Germain Lamonde (the "Purchaser"), was completed earlier today (the "Arrangement"). Pursuant to the Arrangement, the Purchaser acquired all the issued and outstanding subordinate voting shares of EXFO, other than the subordinate voting shares held by the Purchaser, for US $6.25 per subordinate voting share in cash.
Consideration for the purchased subordinate voting shares has been paid to AST Trust Company (Canada), as depositary under the Arrangement, and will be sent to former shareholders as soon as reasonably practicable after the date hereof (or, in the case of registered shareholders, as soon as reasonably practicable after a properly completed and signed letter of transmittal is received by the depositary together with the share certificate(s) and/or Direct Registration System (DRS) Advice(s) representing shares formerly held by them).
"As we're about to write a new chapter in EXFO's 36-year history, I would like to express my heartfelt appreciation to shareholders, customers and employees around the world as we heard you loud and clear with your overwhelming support and confidence in our going-private transaction," said Germain Lamonde, EXFO's founder and majority shareholder. "EXFO has built a tremendous reputation as a disruptive innovator and partner of choice with best-of-class support and service on a global basis. Although a competitor created unnecessary noise during this privatization process to reduce the competitive environment, I can assure all customers that EXFO is emerging stronger and more determined than ever to continue making a difference in your networks while expanding our leadership in the telecom test and service assurance industry."
EXFO and the Purchaser will effect a vertical short-form amalgamation on or about September 1, 2021, with the Purchaser and EXFO continuing as one corporation under the name "EXFO Inc."
As a result of the transaction, the subordinate voting shares of EXFO will be voluntarily and imminently de-listed from the Toronto Stock Exchange and the NASDAQ. In addition, Germain Lamonde intends to cause EXFO to submit an application to cease to be a reporting issuer under applicable Canadian securities law, to cause EXFO to file a certification and notice on Form 15 with the SEC to suspend its reporting obligations under U.S. securities laws, and to otherwise terminate EXFO's public reporting requirements. 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. 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.