Viavi Solutions Inc. announced that proxy advisory firm Glass, Lewis & Co., a leading independent provider of proxy research and vote recommendations to the investment community, has recommended that shareholders of EXFO Inc. vote AGAINST Germain Lamonde’s inadequate going-private transaction. Mr. Lamonde’s inferior transaction is valued at US$6.00 per share, well below VIAVI’s binding superior proposal to acquire EXFO for US$8.00 in cash per share.
Glass Lewis made its recommendation to vote AGAINST Mr. Lamonde’s going-private transaction after carefully reviewing the facts and arguments related to the transaction, relative to VIAVI’s binding superior proposal.
“We welcome the unbiased recommendation of Glass Lewis and encourage EXFO shareholders to give significant weight to its advice.” said Oleg Khaykin, President & CEO of VIAVI.
In recommending that shareholders vote AGAINST Mr. Lamonde’s going-private transaction, Glass Lewis made the following points in its report:
VIAVI’s Binding Superior Proposal
VIAVI previously submitted an increased binding proposal to EXFO’s board of directors, including a definitive form of Arrangement Agreement, to acquire EXFO for US$8.00 in cash per share. VIAVI’s binding superior proposal represents a significant premium of:
Additionally, VIAVI’s binding superior proposal is higher than 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 EXFO Special Committee’s own valuator in connection with Mr. Lamonde’s going private transaction.
VIAVI once again urges the EXFO Special Committee to uphold their fiduciary duty to act in the best interest of all shareholders – and to stop recommending Mr. Lamonde’s inferior going private transaction that deprives shareholders of an additional US$2.00 per share in value. EXFO minority shareholders deserve better.
EXFO shareholders should REJECT Mr. Lamonde’s inferior US$6.00 per share going private transaction at the Special Meeting of EXFO shareholders by voting AGAINST it, prior to the August 11, 2021 proxy voting deadline. EXFO shareholders should note that approval of Mr. Lamonde’s going private transaction has a “majority of a minority” approval component at the Special Meeting of EXFO shareholders, which excludes all votes attached to shares controlled by Mr. Lamonde. Mr. Lamonde’s going private transaction also requires court approval on the “fairness” of the transaction. Completion of the inferior going private transaction will not provide EXFO’s minority shareholders with the opportunity to receive full and fair value for their investment.
The EXFO Special Committee is once again urged to work with VIAVI to maximize value for all shareholders, in accordance with its fiduciary duty.
Fried Frank Harris Shriver & Jacobson LLP and McCarthy Tétrault LLP are acting as U.S. and Canadian legal counsel to VIAVI, respectively. Kingsdale Advisors is acting strategic shareholder and communications advisor to VIAVI.
About VIAVI Solutions
VIAVI 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.
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