Viavi Solutions (VIAV) Announces Proposal to Acquire EXFO (EXFO) at $7.50 per Share

June 16, 2021 9:16 AM EDT

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(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 T├ętrault LLP are acting as U.S. and Canadian legal counsel to VIAVI, respectively.



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