EXFO clarifies the situation about the unsolicited non-binding proposal made by Viavi Solutions Inc.

Rhea-AI Summary

EXFO Inc. clarifies its position regarding an unsolicited non-binding proposal from Viavi Solutions, indicating that the Controlling Shareholder, Germain Lamonde, who holds 61.46% of shares, has rejected the proposal and will not consider any alternatives. As a result, EXFO's Board of Directors, acting on the unanimous recommendation of the Special Committee, concluded that pursuing the proposal is not feasible. A management proxy circular will be sent to shareholders prior to a special meeting scheduled for July 30, 2021, detailing the situation further.

Positive

• None.

Negative

• Controlling Shareholder rejected the unsolicited proposal, limiting strategic options.
• Board concluded that the proposal cannot be pursued, indicating potential stagnation.

QUEBEC CITY, June 17, 2021  /PRNewswire/ - The Board of Directors of EXFO Inc. (NASDAQ: EXFO; TSX: EXF) ("EXFO" or the "Corporation") wishes, after careful consideration with the assistance of its independent financial and legal advisors and acting on the unanimous recommendation of the special committee of the Board of Directors comprised entirely of independent directors (the "Special Committee"), to clarify the situation for shareholders and other stakeholders about the unsolicited non-binding proposal (the "Proposal") made by Viavi Solutions Inc.

In a going-private transaction announcement on June 7, 2021 and as reiterated on June 16, 2021 in a press release, Mr. Lamonde (the "Controlling Shareholder") who controls, directly or indirectly, 61.46% of the issued and outstanding shares of EXFO and 93.53% of the voting rights attached to all the issued and outstanding shares of EXFO, indicated to EXFO's Board of Directors that he would not consider any alternative change of control transaction.

Consistent with its fiduciary duties, EXFO's Board of Directors, with Mr. Germain Lamonde and Mr. Philippe Morin having recused themselves from the meeting, reviewed and diligently considered the Proposal along with the Special Committee and their advisors. The unambiguous statement by the Controlling Shareholder that he rejects the Proposal led EXFO's Board of Directors to conclude that it will not pursue the Proposal as it is not capable of being completed.

EXFO intends to mail a management proxy circular to its shareholders in the coming weeks and to hold a special meeting of shareholders on July 30, 2021. Additional details regarding the terms and conditions of the proposed transaction as well as the rationale for the recommendations made by the Special Committee and the Board of Directors will be set out in the management proxy circular to be filed and mailed to shareholders, which, together with the Arrangement Agreement, will be available under EXFO's profile at www.sedar.com.

In addition, the Corporation will furnish to the U.S. Securities and Exchange Commission (the "SEC") a current report on Form 6-K regarding the transaction, which will include as an exhibit thereto the Arrangement Agreement. All parties desiring details regarding the transaction are urged to review these documents, which will be available at the SEC's website www.sec.gov.

In connection with the transaction, the Corporation will prepare and mail a Schedule 13E-3 Transaction Statement (the "Schedule 13E-3"). The Schedule 13E-3 will be filed with the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE SCHEDULE 13E-3 AND OTHER MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE CORPORATION, THE TRANSACTION, AND RELATED MATTERS. In addition to receiving the Schedule 13E-3 by mail, shareholders will also be able to obtain these documents, as well as other filings containing information about the Corporation, the transaction, and related matters, without charge from the SEC's website (http://www.sec.gov).

About EXFO
EXFO (NASDAQ: EXFO) (TSX: EXF) 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.

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 shares of EXFO.

EXFO-C

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SOURCE EXFO Inc.

FAQ

What was the unsolicited proposal made to EXFO by Viavi Solutions?

The unsolicited proposal was a non-binding offer suggested by Viavi Solutions, which was ultimately rejected by EXFO's Controlling Shareholder.

What percentage of EXFO shares does the Controlling Shareholder own?

The Controlling Shareholder owns 61.46% of the issued and outstanding shares of EXFO.

When is the special meeting of shareholders for EXFO scheduled?

The special meeting of shareholders is scheduled for July 30, 2021.

What will be included in the management proxy circular from EXFO?

The management proxy circular will include details about the situation regarding the unsolicited proposal and the recommendations of the Board of Directors.

Where can I find more information about EXFO's transaction details?

More information can be found on the SEC's website and through EXFO's profile on SEDAR.