EXFO's Shareholders Overwhelmingly Approve the Arrangement

Rhea-AI Summary

EXFO shareholders overwhelmingly approved a plan of arrangement during a special meeting held on August 13, 2021. Approximately 97.49% of votes were cast in favor of the arrangement, which involves 11172239 Canada Inc. acquiring all subordinate voting shares of EXFO, excluding shares held by certain shareholders, for US $6.25 per share. The resolution received 99.65% approval from shareholders, meeting necessary regulatory criteria. The acquisition is subject to customary closing conditions, including approval from the Superior Court of Québec.

Positive

• 99.65% of votes approved the arrangement, indicating strong shareholder support.
• The acquisition price of US $6.25 per share offers liquidity for shareholders.

Negative

• The arrangement is still subject to customary closing conditions, creating uncertainty.

QUEBEC CITY, Aug. 13, 2021 /PRNewswire/ - EXFO Inc. ("EXFO" or the "Corporation") (NASDAQ: EXFO) (TSX: EXF), is pleased to announce that, at the special meeting of its shareholders (the "Shareholders") held today (the "Meeting"), a significant majority of shareholders voted in favour of the special resolution (the "Arrangement Resolution") approving the previously announced plan of arrangement under Section 192 of the Canada Business Corporations Act pursuant to which 11172239 Canada Inc. will acquire all the issued and outstanding subordinate voting shares of EXFO, other than the subordinate voting shares held by Germain Lamonde, G. Lamonde Investissements Inc., 9356-8988 Québec Inc., and Philippe Morin (the "Excluded Shares") for US $6.25 per subordinate voting share in cash (the "Arrangement").

Shareholders carrying an aggregate of 333,666,141 votes, representing approximately 97.49% of votes entitled to be cast at the Meeting, were represented in person or by proxy at the Meeting. The Arrangement Resolution was approved by 99.65% of the votes cast by shareholders, voting together as a single class, as well as 90.95% of the votes cast by the holders of subordinate voting shares, excluding the votes attached to the Excluded Shares, whose votes are required to be excluded in determining minority approval pursuant to Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions.

"I would like to thank EXFO shareholders for their continued support over the years and in relation to the proposed transaction" said Germain Lamonde, Founder and Executive Chairman of the Board.

The Arrangement remains subject to customary closing conditions including the approval of the Superior Court of Québec.

Caution Regarding Forward-looking Statements

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. These statements are based on certain assumptions deemed reasonable by EXFO, but are subject to certain risks and uncertainties, several of which are outside the control of EXFO, which may cause results to vary materially. Such risks and uncertainties include, but are not limited to the following: the possibility that financing may not be available; the possibility that various closing conditions for the transaction may not be satisfied or waived; and other risks and uncertainties discussed in documents filed with the U.S. Securities and Exchange Commission and with Canadian securities authorities. EXFO disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by securities laws.

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.

EXFO-C

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SOURCE EXFO Inc.

FAQ

What was the outcome of EXFO's special shareholder meeting on August 13, 2021?

The special meeting resulted in 99.65% approval for the arrangement resolution.

What is the acquisition price for EXFO's subordinate voting shares?

The acquisition price is US $6.25 per subordinate voting share.

Who will acquire EXFO's subordinate voting shares?

11172239 Canada Inc. will acquire all subordinate voting shares of EXFO.

What percentage of votes were required for EXFO's transaction to be approved?

99.65% of the votes cast approved the transaction.

What are the closing conditions for EXFO's arrangement?

The arrangement is subject to customary closing conditions, including court approval.