SCOTTSDALE, Ariz., June 16, 2021 /CNW/ -- (NASDAQ: VIAV) Viavi
Solutions Inc. ("VIAVI") announced today that it has submitted a
proposal (the "Proposal") to the board of directors of EXFO Inc.
(TSX: EXF) (NASDAQ: EXFO) ("EXFO") to acquire all of the
outstanding subordinate voting shares and multiple voting shares of
EXFO at a price of US$7.50
(C$9.14 at yesterday's exchange rate)
in cash per share. The Proposal values EXFO at approximately
US$430 million (C$524 million at yesterday's exchange rate) on an
undiluted basis, and represents a significant premium of:
- 103% to the NASDAQ closing price on June
4, 2021, the trading day before the announcement of the
going private transaction (the "Going Private Transaction")
by EXFO's majority shareholder, Germain
Lamonde; and
- 25% to the US$6.00 consideration
offered under the Going Private Transaction.
In addition, VIAVI's Proposal is at the exact high end of the
US$5.75 to US$7.50 formal valuation range of EXFO's
subordinate voting shares prepared by TD Securities Inc., acting as
the independent valuator in connection with the Going Private
Transaction.
There are clear strategic merits for combining VIAVI and EXFO to
build the leader in communications test and measurement for the
next decade. The strength of the combined teams and technology,
combined with significantly greater scale and financial resources,
would enable strong investment in growth while achieving greater
operating leverage than either company could do alone. VIAVI values
the expertise, skills and experience of the EXFO key employee
talent and believes their retention and continued commitment is
critical to the success of the combination. VIAVI intends to
continue EXFO's brand and legacy, recognizing EXFO's strong
reputation built on years of quality product development,
engineering excellence and customer service, and continue EXFO's
presence and operations in Quebec
to complement and expand upon VIAVI's long-standing engineering and
product development teams in Quebec and Ottawa.
VIAVI's board of directors has unanimously approved the
Proposal, and no VIAVI shareholder vote will be required for the
transaction. In addition, the transaction will not be subject to
any financing condition. VIAVI reported cash and cash equivalents
of US$672 million for the quarter
ending April 3, 2021.
According to EXFO's press release announcing the Going Private
Transaction, EXFO's majority shareholder, Germain Lamonde, has advised the special
committee of the EXFO board that he would not consider any
alternative change of control transaction. However, VIAVI
believes its Proposal offers compelling value to all EXFO
shareholders, including Mr. Lamonde.
We are confident that the EXFO board of directors will agree
that:
- the Proposal is considerably more attractive to EXFO
shareholders than the Going Private Transaction; and
- the Proposal would reasonably be expected to constitute a
"Superior Proposal" under the terms of the Arrangement Agreement
for the Going Private Transaction.
VIAVI looks forward to engaging with the EXFO board and Mr.
Lamonde.
Advisors
Fried Frank Harris Shriver &
Jacobson LLP and McCarthy Tétrault LLP are acting as U.S. and
Canadian legal counsel to VIAVI, respectively.
About VIAVI Solutions
VIAVI (NASDAQ: VIAV) is a global provider of network test,
monitoring and assurance solutions for communications service
providers, enterprises, network equipment manufacturers, government
and avionics. We help these customers harness the power of
instruments, automation, intelligence and virtualization
to Command the network. VIAVI is also a leader in
light management solutions for 3D sensing, anti-counterfeiting,
consumer electronics, industrial, automotive, and defense
applications. Learn more about VIAVI at www.viavisolutions.com.
Follow us on VIAVI Perspectives, LinkedIn, Twitter, YouTube and
Facebook.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, including
statements and expectations regarding the Proposal, the strategic
merits of a transaction between EXFO and VIAVI, VIAVI's
expectations regarding growth, scale, financial resources and
operating leverage, and VIAVI's plans regarding EXFO's brand,
legacy and operations. These forward-looking statements involve
risks and uncertainties that could cause actual results to differ
materially from those projected. For more information on these
risks, please refer to the "Risk Factors" section included in the
Company's most recent Annual Report on Form 10-K filed with the
Securities and Exchange Commission on August
24, 2020 and our Quarterly Reports on Form 10-Q filed
on November 10, 2020, February 9, 2021 and May
7, 2021. The forward-looking statements contained in
this press release are made as of the date hereof and the Company
assumes no obligation to update such statements.
Additional Information
The information contained in this press release does not, and is
not meant to, constitute a solicitation of a proxy within the
meaning of applicable Canadian securities laws.
Notwithstanding the foregoing, VIAVI is voluntarily providing
the disclosure required under Section 9.2(4) of National Instrument
51-102 – Continuous Disclosure Obligations applicable to
public broadcast solicitations.
Any solicitation made by VIAVI will be made by it and not by or
on behalf of management of EXFO. All costs incurred for any such
solicitation will be borne by VIAVI. VIAVI may solicit proxies in
reliance upon the public broadcast exemption to the solicitation
requirements under applicable Canadian corporate and securities
laws, including through press releases, speeches or publications,
and by any other manner permitted under applicable Canadian
corporate and securities laws. VIAVI may engage the services of one
or more agents and authorize other persons to assist in soliciting
proxies on its behalf, which agents would receive customary fees
for such services. If VIAVI commences any solicitation of proxies,
proxies may be revoked by an instrument in writing by a shareholder
giving the proxy or by its duly authorized officer or attorney, or
in any other manner permitted by law. Neither VIAVI nor, to its
knowledge, any of its associates or affiliates, has any material
interest, direct or indirect, by way of beneficial ownership of
securities or otherwise, (i) in any matter proposed to be acted
upon in connection with the Going Private Transaction or (ii) in
any transaction since the beginning of EXFO's most recently
completed financial year or in or in any proposed transaction which
has materially affected or would materially affect EXFO or any of
its subsidiaries. Based upon publicly available information, EXFO's
head office is located at 400 Godin Avenue, Quebec, Quebec, G1M 2K2, Canada.
Investors Contact: Bill Ong, 408-404-4512;
bill.ong@viavisolutions.com
Press
Contact:
Amit Malhotra, 202-341-8624;
amit.malhotra@viavisolutions.com
View original content to download
multimedia:http://www.prnewswire.com/news-releases/viavi-announces-proposal-to-acquire-exfo-at-us7-50-per-share-301313762.html
SOURCE VIAVI Financials