QUEBEC CITY, Aug. 12, 2021 /PRNewswire/ - EXFO Inc.
("EXFO" or the "Corporation") (NASDAQ: EXFO) (TSX:
EXF), announces today that the Corporation has filed an amendment
to its previously filed Rule 13e-3 transaction statement on
Schedule 13E-3 (the "Schedule 13E-3")
originally filed with the U.S. Securities and Exchange Commission
("SEC") on July 16, 2021. The
amendment to the Schedule 13E-3 is available on EXFO's profile
on EDGAR at www.sec.gov.
The SEC requested that the Company provide certain additional
disclosure regarding the previously announced going private
transaction (the "Transaction"), pursuant to which 11172239
Canada Inc. (the "Purchaser") will acquire all the issued
and outstanding subordinate voting shares of EXFO, other than the
subordinate voting shares held by Germain
Lamonde and Philippe
Morin.
Other than the increase of the consideration from US $6.00
to US $6.25, no changes have been made to the terms or
conditions of the Transaction, or the date of the special meeting
of EXFO shareholders called to vote on a plan of arrangement
approving the Transaction.
No Offer or Solicitation
This announcement is for informational purposes only and does
not constitute an offer to purchase or a solicitation of an offer
to sell EXFO subordinate voting shares.
The full details of the Transaction are described in the
management proxy solicitation circular (including the related
letter of transmittal and all other offer documents filed by EXFO
with the SEC), which is available without charge on the SEC's
website at www.sec.gov or by calling EXFO's Corporate Secretary at
(418) 683-0913, Ext. 23704. Offer documents required to be filed in
Canada are also available without
charge at www.sedar.com. INVESTORS AND SHAREHOLDERS ARE URGED TO
READ CAREFULLY AND IN THEIR ENTIRETY THE SCHEDULE 13E-3 AND OTHER
MATERIALS FILED WITH THE SEC, AS THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE CORPORATION, THE TRANSACTION, AND RELATED
MATTERS.
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.
Forward-looking Information
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. In addition, any statements
that refer to expectations, projections or other characterizations
of future events and circumstances are considered forward-looking
statements. They are not guarantees of future performance and
involve risks and uncertainties. More particularly and without
restriction, this press release contains forward-looking statements
and information regarding: statements and implications about the
anticipated benefits of the proposed transaction for EXFO, its
employees, business partners, shareholders and other stakeholders,
including future financial and operating results, plans,
objectives, expectations and intentions of the Purchaser or EXFO,
and the anticipated timing of the Meeting and of the completion of
the proposed transaction.
In respect of the forward-looking statements and information
concerning the anticipated benefits and timing of the completion of
the proposed transaction, EXFO has provided such statements and
information in reliance on certain assumptions that it believes are
reasonable at this time, including assumptions as to the ability of
the parties to receive, in a timely manner and on satisfactory
terms, the necessary shareholder and court approvals; the ability
of the parties to satisfy, in a timely manner, the other conditions
to the completion of the proposed transaction; and other
expectations and assumptions concerning the proposed transaction.
The anticipated dates indicated may change for a number of reasons,
including the inability to receive, in a timely manner, the
necessary shareholder and court approvals, the necessity to extend
the time limits for satisfying the other conditions to the
completion of the proposed transaction or the ability of the Board
of Directors to consider and approve, subject to compliance by the
Corporation of its obligations in this respect under the agreement
providing for the Arrangement (the "Arrangement Agreement"),
a superior proposal for the Corporation. Although EXFO believes
that the expectations reflected in these forward-looking statements
are reasonable, it can give no assurance that these expectations
will prove to have been correct, that the proposed transaction will
be completed or that it will be completed on the terms and
conditions contemplated in this press release. Accordingly,
investors and others are cautioned that undue reliance should not
be placed on any forward-looking statements.
Risks and uncertainties inherent in the nature of the
proposed transaction include, without limitation, the failure of
the parties to obtain the necessary shareholder and court approvals
or to otherwise satisfy the conditions to the completion of the
proposed transaction; failure of the parties to obtain such
approvals or satisfy such conditions in a timely manner;
significant transaction costs or unknown liabilities; the ability
of the Board of Directors to consider and approve, subject to
compliance by the Corporation of its obligations in this respect
under the Arrangement Agreement, a superior proposal for the
Corporation; the failure to realize the expected benefits of the
proposed transaction; and general economic conditions. Failure to
obtain the necessary shareholder and court approvals, or the
failure of the parties to otherwise satisfy the conditions to the
completion of the proposed transaction or to complete the proposed
transaction, may result in the proposed transaction not being
completed on the proposed terms, or at all. In addition, if the
proposed transaction is not completed, and EXFO continues as an
independent entity, there are risks that the announcement of the
proposed transaction and the dedication of substantial resources of
the Corporation to the completion of the proposed transaction could
have an impact on its business and strategic relationships
(including with future and prospective employees, customers,
suppliers and partners), operating results and activities in
general, and could have a material adverse effect on its current
and future operations, financial condition and prospects.
Furthermore, the failure of EXFO to comply with the terms of the
Arrangement Agreement may, in certain circumstances, result in it
being required to pay a fee to Purchaser, the result of which could
have a material adverse effect on its financial position and
results of operations and its ability to fund growth prospects and
current operations. Consequently, the reader is cautioned not to
place undue reliance on the forward-looking statements and
information contained in this press release. Further information
regarding these and other risks, uncertainties or factors is
included in EXFO's filings with the SEC as well as the
Schedule 13E-3 transaction statement and Circular.
The forward-looking statements in this document reflect the
Corporation's expectations on the date hereof and are subject to
change after that date. The Corporation expressly disclaims any
obligation or intention to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, unless required by applicable securities
laws.
EXFO-C
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SOURCE EXFO Inc.
