Item 1.01 Entry into a Material Definitive Agreement.
On July 20, 2021, Viavi Solutions Inc. (the "Company") submitted to the Board of
Directors of EXFO Inc. (Nasdaq: EXFO; XTSE: EXF) ("EXFO") a binding offer to
acquire all of the subordinate voting shares and multiple voting shares of EXFO
for a cash price of US$8.00 per share, valuing EXFO at approximately US$459
million on an undiluted basis. In connection with the submission of its offer,
the Company delivered to the EXFO Board of Directors a form of definitive
arrangement agreement attached as Exhibit 99.1 hereto and incorporated herein by
reference that the Company would be prepared to execute to proceed with a
transaction. There can be no assurance that the Board of Directors of EXFO will
accept the Company's offer or that EXFO will execute a definitive arrangement
agreement with the Company. Also on July 20, 2021, the Company issued a press
release announcing the submission of its biding offer. The press release is
attached as Exhibit 99.2 hereto and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Form of Arrangement Agreement between 13189139 Canada Inc., Viavi Solutions
Inc. and EXFO Inc.
99.2 Press Release issued by Viavi Solutions Inc. on July 20, 2021
104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded
within the Inline XBRL document
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