EXFO Inc. (the 'Corporation' or 'EXFO')
400 Godin Avenue
Québec City, Québec
- Date of Material Change
August 27, 2021.
- News Release
A press release describing the material change was issued via PRNewswire on August 27, 2021.
- Summary of Material Change
On August 27, 2021, EXFO completed 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.
- Full Description of Material Change
On August 27, 2021, EXFO completed 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. (the 'Purchaser'), a corporation controlled by Germain Lamonde (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.
The Arrangement was approved by the Superior Court of Québec on August 20, 2021 following approval of the special resolution approving the Arrangement by 99.65% of the votes cast by shareholders (voting together as a single class) and by 90.95% of the votes cast by holders of subordinate voting shares other than interested shareholders at the special meeting of shareholders of EXFO (held on August 13, 2021).
As a result of the transaction, the subordinate voting shares of EXFO ceased trading on NASDAQ as of the close of business on August 27, 2021, and were delisted from the Toronto Stock Exchange as of the close of business on August 30, 2021. In addition, the Corporation will submit an application to cease to be a reporting issuer under applicable Canadian securities law, will file a certification on Form 15 with the U.S. Securities and Exchange Commission to suspend its reporting obligations under U.S. securities laws, and will otherwise terminate EXFO's public reporting requirements.
- Reliance on subsection 7.1(2) of National Instrument 51-102
- Omitted Information
- Executive Officer
Director, Investor Relations
(418) 683-0913, Ext. 23733
- Date of Report
September 2, 2021.