QUEBEC CITY — Telecom testing and monitoring solution provider EXFO Inc. announced today the company has agreed to have its founder and majority shareholder, Germain Lamonde, acquire all of the remaining subordinate voting shares of the corporation which he doesn’t already control.
As of today, Lamonde controls, directly or indirectly, 14.22% of the issued and outstanding subordinate voting shares and 100% of the issued and outstanding multiple voting shares of the corporation, which represents collectively 61.46% of the shares of the company and 93.53% of the voting rights attached to the shares.
Under the proposed transaction, EXFO shareholders of the subordinate voting shares will receive US$6 per share in cash, which the company says represents a 62% premium to the closing price per share on the Nasdaq Global Select Market on Friday, June 4, and a 63% premium to the 20-day volume-weighted average trading price for the shares on the Nasdaq for the period ending on June 4.
With Lamonde and EXFO CEO Philippe Morin having recused themselves from the meeting, EXFO’s board of directors have unanimously approved the arrangement agreement and are recommending shareholders vote in favour of the transaction.
The company says it plans to mail a management proxy circular to its shareholders in the coming weeks and to hold a special meeting before July 30 for shareholders to vote on the arrangement.
“This transaction is in the best interests of all of EXFO’s stakeholders,” said Lamonde, who is also executive chairman of EXFO’s board. “The arrangement will provide holders of subordinate voting shares with a significant cash premium and immediate liquidity for their subordinate voting shares while ensuring the long-term success of EXFO as a private company for its employees, business partners and all the other stakeholders. My objective is to continue working with our talented management team and employees globally to further develop what has become a successful global test and system provider while maintaining its headquarters in Québec City.”
Upon completion of the proposed transaction, Lamonde will own or control all of the company’s shares, which will no longer be listed on the Toronto Stock Exchange and the Nasdaq.
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