- Shareholders are encouraged to REJECT
- Shareholders may also exercise dissent rights and demand to be paid the fair value of their shares
- In addition, shareholders may contest the fairness of
As the EXFO Special Committee inexplicably continues to recommend
VIAVI firmly believes that EXFO shareholders deserve fair value. Shareholders should REJECT
- Demand your elected directors defend your rights. Call and write letters to
Mr. Lamonde and the EXFO Special Committee, pinpointing their failure to act in the best interests of all shareholders and demanding they accept VIAVI's binding superior proposal.Mr. Lamonde has even publicly stated that his going private transaction was in response to shareholder pressure. - Demonstrate the will of shareholders – other than
Mr. Lamonde . If the EXFO Special Committee refuses to acknowledge the interests of all its shareholders and continues to recommendMr. Lamonde's going private transaction, publicly express support for VIAVI's binding superior proposal to acquire EXFO forUS$8.00 in cash per share (US$2.00 or 33.3% higher than theUS$6.00 per share offer underMr. Lamonde's going private transaction). - Exercise your dissent rights. Registered shareholders of EXFO have the right to dissent with respect to the going private transaction and, if the transaction becomes effective, to be paid the fair value of their shares. To do so, a dissent notice must be sent to and received by EXFO by no later than
10:00 a.m. (Québec City time) onWednesday, August 11, 2021 . A non-registered shareholder who wishes to exercise dissent rights must make arrangements for the shares beneficially owned by such holder to be registered in the name of such holder through their Intermediary prior to the time the dissent notice is required to be received by EXFO or alternatively, make arrangements for the registered shareholder of such shares to exercise dissent rights on behalf of such Shareholder. Further information on your dissent rights is described in EXFO's circular for the going private transaction, available at EXFO's profile on SEDAR. - Contest fairness. Shareholders may contest the fairness of
Mr. Lamonde's going private transaction by appearing at the fairness hearing which, according to EXFO's circular, is currently expected to be presented before theQuébec Superior Court onFriday, August 20, 2021 at11:00 a.m. (Québec City time). Any shareholder who wishes to appear and be heard at the fairness hearing must file a notice of appearance with the Court's registry and serve same on EXFO's counsel, as described in EXFO's circular, no later than4:30 p.m. (Montréal time) onTuesday, August 17, 2021 . Further details are described in EXFO's circular for the going private transaction, available at EXFO's profile on SEDAR.
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
VIAVI's binding superior proposal delivers compelling value to all EXFO shareholders, including
EXFO minority shareholders deserve better and the EXFO Special Committee is urged to take this opportunity to work with VIAVI to maximize value for all shareholders.
Advisors
About
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
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
Inquiries:
Investors
+1 (408) 404-4512
bill.ong@viavisolutions.com
Media (regarding the Proposal)
+1 (416) 899-6463
hkim@kingsdaleadvisors.com
Media (all other inquiries)
+1 (202) 341-8624
amit.malhotra@viavisolutions.com
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SOURCE VIAVI Financials
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