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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 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. on July 20, 2021.
In a going-private transaction announcement on June 7, 2021 and as reiterated by press releases issued on June 16, 2021, and July 20, 2021, 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, stated publicly and to EXFO's Board of Directors that he would not consider any proposal made by Viavi Solutions Inc. or 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 statements 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 and therefore, is not a "Superior Proposal" as such term is defined in the Arrangement Agreement.
The special meeting of the shareholders to approve the going-private transaction is scheduled to be held on August 13, 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 is set out in the management proxy circular filed and mailed to shareholders, which, together with the Arrangement Agreement, is available under EXFO's profile at www.sedar.com.
In connection with the transaction, the Corporation has prepared and mailed a Schedule 13E-3 Transaction Statement (the "Schedule 13E-3"). The Schedule 13E-3 has been 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).
