EXFO to repurchase up to C$30,000,000 of its subordinate voting
shares
QUEBEC CITY, Jan. 7, 2015 /PRNewswire/ - EXFO Inc.
(NASDAQ: EXFO, TSX: EXF) announced today that its Board of
Directors has authorized a substantial issuer bid (the "Offer") to
purchase for cancellation up to 7,142,857 subordinate voting shares
for an aggregate purchase price not to exceed C$30,000,000.
The Offer is being made by way of a "modified Dutch Auction"
pursuant to which shareholders may tender all or a portion of their
shares (i) at a price not less than C$4.20 per share and not more than C$4.60 per share, in increments of C$0.05 per share, or (ii) without specifying a
purchase price, in which case their shares will be purchased at the
purchase price determined in accordance with the Offer.
The Offer will expire at 5 p.m.
(Eastern time) on February 13,
2015, unless withdrawn, extended or varied by EXFO.
The purchase price paid for each share properly tendered and not
withdrawn will be based on the number of shares tendered and the
prices specified by shareholders making tenders, and will be the
lowest price that will allow EXFO to purchase up to C$30,000,000 of shares at a price within the
range specified above. Shareholders will receive the purchase price
in cash for shares tendered at prices equal to or lower than the
purchase price. All shares tendered at prices higher than the
purchase price will be returned to shareholders. All shares
purchased by EXFO will be purchased at the same price, even if
shareholders have selected a lower price. If the number of shares
tendered at or below the purchase price would result in an
aggregate purchase price in excess of C$30,000,000, those shares will be purchased on a
pro rata basis.
The Offer is not conditional upon any minimum number of shares
being tendered, but it is subject to certain other conditions. A
complete description of the terms and conditions of the Offer will
be contained in the Offer to Purchase and Issuer Bid Circular and
related documents that will be filed with the applicable securities
regulatory authorities in Canada
and the United States and mailed
to holders of shares on or about January 8,
2015.
EXFO has suspended its current normal course issuer bid and no
subsequent purchases will be completed under such normal course
issuer bid that expires on January 12,
2015.
EXFO has retained National Bank Financial Inc. and its U.S.
affiliate to act as Dealer Managers in connection with the
Offer. EXFO has retained Georgeson Shareholder Communications
Canada Inc. and its U.S. affiliate to act as Information Agents in
connection with the Offer.
This press release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell EXFO's subordinate voting shares. The solicitation and the
offer to buy EXFO's subordinate voting shares will be made only
pursuant to the separate Offer to Purchase and Issuer Bid Circular
and related documents. At the time the Offer is commenced, EXFO
will file the Offer to Purchase and Issuer Bid Circular and related
documents with Canadian securities regulatory authorities and a
Tender Offer Statement on Schedule TO with the United States
Securities and Exchange Commission (the "SEC"). Shareholders should
carefully read the Tender Offer Statement, the Offer to Purchase
and Issuer Bid Circular, the related letter of transmittal and
other related documents when they are available because they
contain important information, including the various terms and
conditions of the Offer. The Offer to Purchase and Issuer Bid
Circular, the related letter of transmittal and certain other
documents will be delivered without charge to all holders of EXFO's
shares. The Tender Offer Statement (including the Offer to
Purchase and Issuer Bid Circular, the related letter
of transmittal and all other offer documents filed by EXFO
with the SEC) will be available without charge at 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 will also be available
without charge at www.sedar.com. Shareholders are urged to read
these materials carefully prior to making any decision with respect
to the Offer.
About EXFO
Listed on the NASDAQ and TSX stock
exchanges, EXFO is a leading provider of next-generation test,
service assurance and end-to-end quality of experience solutions
for mobile and fixed network operators and equipment manufacturers
in the global telecommunications industry. EXFO's intelligent
solutions with contextually relevant analytics improve end-user
quality of experience, enhance network performance and drive
operational efficiencies throughout the network and service
delivery lifecycle. Key technologies supported include 3G, 4G/LTE,
VoLTE, IMS, video, Ethernet/IP, SNMP, OTN, FTTx, xDSL and various
optical technologies accounting for more than 38% of the global
portable fiber-optic test market. EXFO has a staff of approximately
1600 people in 25 countries, supporting more than 2000 customers
worldwide. For more information, visit www.EXFO.com and follow us
on the EXFO Blog, Twitter, LinkedIn, Facebook, Google+ and
YouTube.
Forward-Looking Statements
This press release contains
forward-looking information or statements ("forward-looking
statements"). 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 statement that refers 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. Actual results may differ materially from those in
forward-looking statements due to various factors including, but
not limited to, macroeconomic uncertainty as well as capital
spending and network deployment levels in the telecommunications
industry (including our ability to quickly adapt cost structures
with anticipated levels of business and our ability to manage
inventory levels with market demand); future economic, competitive,
financial and market conditions; consolidation in the global
telecommunications test and service assurance industry and
increased competition among vendors; capacity to adapt our future
product offering to future technological changes; limited
visibility with regards to timing and nature of customer orders;
longer sales cycles for complex systems involving customers'
acceptances delaying revenue recognition; fluctuating exchange
rates; concentration of sales; timely release and market acceptance
of our new products and other upcoming products; our ability to
successfully expand international operations; our ability to
successfully integrate businesses that we acquire; and the
retention of key technical and management personnel. Assumptions
relating to the foregoing involve judgments and risks, all of which
are difficult or impossible to predict and many of which are beyond
our control. Other risk factors that may affect our future
performance and operations are detailed in our Annual Report on
Form 20-F, and our other filings with the U.S. Securities and
Exchange Commission and the Canadian securities commissions. We
believe that the expectations reflected in the forward-looking
statements are reasonable based on information currently available
to us, but we cannot assure you that the expectations will prove to
have been correct. Accordingly, you should not place undue reliance
on these forward-looking statements. These statements speak only as
of the date of this document. Unless required by law or applicable
regulations, we undertake no obligation to revise or update any of
them to reflect events or circumstances that occur after the date
of this document.
SOURCE EXFO inc.