EXFO : Glass Lewis Recommends EXFO Shareholders Vote AGAINST Germain Lamonde's Going-Private Transaction

- Leading proxy advisor Glass Lewis recommends EXFO minority shareholders vote AGAINST Mr. Lamonde's going private transaction, in the face of VIAVI's US$8.00 per share binding superior proposal

- Glass Lewis highly critical of Mr. Lamonde for his "obdurate" rejection of VIAVI's proposal and of the EXFO Special Committee for "snubbing VIAVI's repeat approaches"

- Finds "fundamentally problematic" the EXFO Special Committee's rationale for recommending the going private transaction at an inadequate valuation

- Shareholders are encouraged to REJECT Mr. Lamonde's inferior US$6.00 per share going private transaction by voting AGAINST it prior to the August 11, 2021 proxy voting deadline for the Special Meeting of EXFO shareholders

SCOTTSDALE, Ariz., Aug. 6, 2021 /PRNewswire/ -- Viavi Solutions Inc. ("VIAVI") (NASDAQ: VIAV) announced today that proxy advisory firm Glass, Lewis & Co., a leading independent provider of proxy research and vote recommendations to the investment community, has recommended that shareholders of EXFO Inc. (TSX: EXF) (NASDAQ: EXFO) ("EXFO") vote AGAINST Germain Lamonde's inadequate going-private transaction. Mr. Lamonde's inferior transaction is valued at US$6.00 per share, well below VIAVI's binding superior proposal to acquire EXFO for US$8.00 in cash per share.

Glass Lewis made its recommendation to vote AGAINST Mr. Lamonde's going-private transaction after carefully reviewing the facts and arguments related to the transaction, relative to VIAVI's binding superior proposal.

"We welcome the unbiased recommendation of Glass Lewis and encourage EXFO shareholders to give significant weight to its advice." said Oleg Khaykin, President & CEO of VIAVI.

In recommending that shareholders vote AGAINST Mr. Lamonde's going-private transaction, Glass Lewis made the following points in its report:

• "We consider it fundamentally problematic that the special committee, expressly charged with ensuring the interests of minority shareholders are accounted for in a conflict-laden going private transaction, relies on the somewhat obdurate position of [EXFO's] controlling shareholder as adequate cause to advance a deal which substantially trails at least one other legitimate, binding and, apparently, fully financed offer for EXFO.";
• "We further see no cause for investors to reinforce the notion that the special committee's rationale for snubbing VIAVI's repeat approaches – the fiat accompli structure of which seems to directly preempt the utility of such a committee to begin with – was reasonable here.";
• "[W]e see no reason for minority investors to functionally reward Mr. Lamonde's seemingly indifferent approach to privatization…EXFO shareholders should ask themselves if Mr. Lamonde isn't a seller of shares at $8.00, why should they approve his buying of shares at $6.00."; and
• The US$6.00 per share value of Mr. Lamonde's going-private transaction clearly lags EXFO's marketed control value, and "scarcely seem[s] to align with the formal valuation and fairness opinion provided by TD Securities"

VIAVI's Binding Superior Proposal

VIAVI previously submitted an increased binding proposal to EXFO's board of directors, including a definitive form of Arrangement Agreement, to acquire EXFO for US$8.00 in cash per share. VIAVI's binding superior proposal represents a significant premium of:

• 116% to the NASDAQ closing price on June 4, 2021, the trading day before the announcement of the going private transaction by Mr. Lamonde;
• 33.3% to the US$6.00 per share consideration offered under Mr. Lamonde's going private transaction; and
• 6.7% to VIAVI's previous already-superior proposal to acquire EXFO.

Additionally, VIAVI's binding superior proposal is higher than the US$5.75 to US$7.50 formal valuation range of EXFO's subordinate voting shares prepared by TD Securities Inc., acting as the EXFO Special Committee's own valuator in connection with Mr. Lamonde's going private transaction.

VIAVI once again urges the EXFO Special Committee to uphold their fiduciary duty to act in the best interest of all shareholders – and to stop recommending Mr. Lamonde's inferior going private transaction that deprives shareholders of an additional US$2.00 per share in value. EXFO minority shareholders deserve better.

EXFO shareholders should REJECT Mr. Lamonde's inferior US$6.00 per share going private transaction at the Special Meeting of EXFO shareholders by voting AGAINST it, prior to the August 11, 2021 proxy voting deadline. EXFO shareholders should note that approval of Mr. Lamonde's going private transaction has a "majority of a minority" approval component at the Special Meeting of EXFO shareholders, which excludes all votes attached to shares controlled by Mr. Lamonde. Mr. Lamonde's going private transaction also requires court approval on the "fairness" of the transaction. Completion of the inferior going private transaction will not provide EXFO's minority shareholders with the opportunity to receive full and fair value for their investment.

The EXFO Special Committee is once again urged to work with VIAVI to maximize value for all shareholders, in accordance with its fiduciary duty.

Advisors
Fried Frank Harris Shriver & Jacobson LLP and McCarthy Tétrault LLP are acting as U.S. and Canadian legal counsel to VIAVI, respectively. Kingsdale Advisors is acting strategic shareholder and communications advisor to VIAVI.

About VIAVI Solutions
VIAVI (NASDAQ: VIAV) is a global provider of network test, monitoring and assurance solutions for communications service providers, enterprises, network equipment manufacturers, government and avionics. We help these customers harness the power of instruments, automation, intelligence and virtualization to Command the network. VIAVI is also a leader in light management solutions for 3D sensing, anti-counterfeiting, consumer electronics, industrial, automotive, and defense applications. Learn more about VIAVI at www.viavisolutions.com. Follow us on VIAVI Perspectives, LinkedIn, Twitter, YouTube and Facebook.

Forward-Looking Statements
This press release contains forward-looking statements including statements and expectations regarding the Proposal, the strategic merits of a transaction between EXFO and VIAVI, VIAVI's expectations regarding growth, scale, financial resources and operating leverage, and VIAVI's plans regarding EXFO's brand, legacy and operations. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. For more information on these risks, please refer to the "Risk Factors" section included in the Company's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on August 24, 2020 and our Quarterly Reports on Form 10-Q filed on November 10, 2020, February 9, 2021 and May 7, 2021. The forward-looking statements contained in this press release are made as of the date hereof and the Company assumes no obligation to update such statements.

Additional Information
VIAVI is providing the disclosure required under Section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations applicable to public broadcast solicitations. Any solicitation made by VIAVI will be made by it (directly or on its behalf) and not by or on behalf of management of EXFO. All costs incurred for any such solicitation will be borne by VIAVI. VIAVI has entered into an agreement with Kingsdale Advisors pursuant to which Kingsdale Advisors has agreed to provide certain consulting and related services. VIAVI may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian corporate and securities laws. If VIAVI commences any solicitation of proxies, proxies may be revoked by an instrument in writing by a shareholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by law. Neither VIAVI nor, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, (i) in any matter proposed to be acted upon in connection with the Going Private Transaction or (ii) in any transaction since the beginning of EXFO's most recently completed financial year or in or in any proposed transaction which has materially affected or would materially affect EXFO or any of its subsidiaries. Based upon publicly available information, EXFO's head office is located at 400 Godin Avenue, Quebec, Quebec, G1M 2K2, Canada.

Inquiries:

Investors
Bill Ong
[phone]
[e-mail]

Media (regarding the Proposal)
Hyunjoo Kim
[phone]
[e-mail]

Media (all other inquiries)
Amit Malhotra
[phone]
[e-mail]

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SOURCE VIAVI Financials