EXFO Inc. (“EXFO” or the “Corporation“) (NASDAQ: EXFO) (TSX: EXF), is pleased to announce that, at the special meeting of its shareholders (the “Shareholders“) held today (the “Meeting“), a significant majority of shareholders voted in favour of the special resolution (the “Arrangement Resolution“) approving the previously announced plan of arrangement under Section 192 of the Canada Business Corporations Act pursuant to which 11172239 Canada Inc. will acquire all the issued and outstanding subordinate voting shares of EXFO, other than the subordinate voting shares held by Germain Lamonde, G. Lamonde Investissements Inc., 9356-8988 Québec Inc., and Philippe Morin (the “Excluded Shares“) for US $6.25 per subordinate voting share in cash (the “Arrangement“).
Shareholders carrying an aggregate of 333,666,141 votes, representing approximately 97.49% of votes entitled to be cast at the Meeting, were represented in person or by proxy at the Meeting. The Arrangement Resolution was approved by 99.65% of the votes cast by shareholders, voting together as a single class, as well as 90.95% of the votes cast by the holders of subordinate voting shares, excluding the votes attached to the Excluded Shares, whose votes are required to be excluded in determining minority approval pursuant to Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions.
“I would like to thank EXFO shareholders for their continued support over the years and in relation to the proposed transaction” said Germain Lamonde, Founder and Executive Chairman of the Board.
The Arrangement remains subject to customary closing conditions including the approval of the Superior Court of Québec.
Caution Regarding Forward-looking Statements
This press release contains forward-looking statements within the meaning of Canadian securities laws. In addition, this press release also contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, and we intend that such forward-looking statements be subject to the safe harbors created thereby. Forward-looking statements are statements other than historical information or statements of current condition. Words such as may, expect, believe, plan, anticipate, intend, could, estimate, continue, or similar expressions or the negative of such expressions are intended to identify forward-looking statements. These statements are based on certain assumptions deemed reasonable by EXFO, but are subject to certain risks and uncertainties, several of which are outside the control of EXFO, which may cause results to vary materially. Such risks and uncertainties include, but are not limited to the following: the possibility that financing may not be available; the possibility that various closing conditions for the transaction may not be satisfied or waived; and other risks and uncertainties discussed in documents filed with the U.S. Securities and Exchange Commission and with Canadian securities authorities. EXFO disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by securities laws.
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