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EXFO Inc. ("EXFO" or the "Corporation") (NASDAQ:EXFO) (TSX:EXF), announces that 11172239 Canada Inc. (the "Purchaser") has agreed to increase the purchase price for the acquisition of all the issued and outstanding subordinate voting shares of EXFO, from US $6.00 to US $6.25 per subordinate voting share not held directly or indirectly by Germain Lamonde and Philippe Morin. The parties have also amended the arrangement agreement dated June 7, 2021, as amended on July 6, 2021 and July 12, 2021 accordingly. The terms and conditions of the Arrangement Agreement otherwise remain unchanged.
The Purchaser and EXFO have also entered into support and voting agreements (the "Support Agreements") with Westerly Capital Management LLC ("Westerly Capital"), Mr. Chris Galvin and EHP Funds Inc., shareholders of the Corporation who beneficially own or have control or direction over 3,161,487 subordinate voting shares in the aggregate which can be voted at the special meeting of shareholders of EXFO to be held on August 13, 2021, or at any adjournment or postponement thereof (the "Meeting"), or approximately 14.75% of all the issued and outstanding subordinate voting shares of EXFO, other than the subordinate voting shares held directly or indirectly by Germain Lamonde and Philippe Morin. Under the terms of the Support Agreements, Westerly Capital, Mr. Chris Galvin and EHP Funds Inc. have agreed to support and vote the 3,161,487 subordinate voting shares of EXFO that they control in favour of the Purchaser's acquisition of EXFO.
"We have been long term supportive shareholders of EXFO and we support Mr. Lamonde's revised offer to take EXFO private. We believe that the transaction represents a fair outcome for EXFO's minority shareholders as it provides actionable, attractive and immediate liquidity," said Chris Galvin, Managing Partner at Westerly Capital.
"I am very pleased that, in line with the positive recommendation from ISS – Institutional Shareholder Services Inc, the leading third party proxy advisory firm, we have received strong endorsements from several of our largest minority shareholders for the proposed transaction, including Westerly Capital and Mr. Chris Galvin, as well as EHP Funds Inc., both amongst the largest minority shareholder of EXFO," said Germain Lamonde, founder and controlling shareholder of the Corporation.
To proactively deal with the unprecedented public health impact of COVID-19, the Meeting will be held in a virtual only format, which will be conducted via live audio webcast online at https://web.lumiagm.com/436109447 at 10:00 a.m. (Québec City time) on August 13, 2021.
If you have already voted your subordinate voting shares and wish to change your vote, you can submit your new vote in accordance with the instructions in the section of the proxy solicitation circular entitled "Voting Information – Appointment and Revocation of Proxies", prior to the deadline of 10:00 a.m. (Québec City time) on Wednesday, August 11, 2021, and your new vote will supersede and replace any previously submitted vote.
