- EXFO signed an agreement dated August 30, 2017, with the founding shareholders
of Astellia to acquire the entirety of their shares, representing
an equity stake of 25.4%, at a price of €10 per Astellia share. The
transaction allows for a friendly industry combination with strong
support from Astellia's management and reference
shareholders.
- Concurrently, EXFO signed an agreement with Isatis
Capital to acquire at the same price a majority of its shares,
representing an equity stake of 7.7% and giving EXFO a total stake
of 33.1% in Astellia's equity.
- The price of €10 per share proposed by EXFO represents a
premium of 44.7% over Astellia's closing share price on
August 30, 2017, and of 56.1% based
on the 12-month volume weighted average price.
- Astellia's Board of Directors has expressed its support
for this transaction.
- EXFO will initiate an all-cash voluntary public tender
offer to acquire Astellia's remaining shares.
RENNES, France and QUEBEC
CITY, Aug. 31, 2017 /PRNewswire/ -
EXFO Inc. (NASDAQ: EXFO, TSX: EXF), the network test, monitoring
and analytics experts, and Astellia (ISIN code: FR0004176535 –
mnemonic: ALAST), a global leader in the performance analysis of
mobile networks and subscriber experience, announced today the
signing of agreements for EXFO to acquire a 33.1% equity stake in
Astellia, with the intent to acquire the remaining equity.
Under terms of the agreements, EXFO will acquire from founders
Christian Queffelec (President of
Astellia), Frédéric Vergine (EVP, Strategic Customer Engagements),
Julien Lecoeuvre (Chief Technology
and Innovation Officer) and Emmanuel Audousset (EVP, International
Accounts and Indirect Sales) the entirety of their shares in
Astellia, and from Isatis Capital the majority of its shares in
Astellia. Following these acquisitions, which contain no suspensive
condition, EXFO will hold a 33.1% stake in Astellia's equity,
representing a total amount of €8.6 million at a price of €10 per
Astellia share. The settlement of these acquisitions will take
place in upcoming days.
Upon completion of these acquisitions and following the
information and consultation process for Astellia's workers
councils, EXFO will launch an all-cash voluntary public tender
offer to acquire Astellia's remaining shares for the same price.
The proposed public offer will remain subject to the approval of
French foreign investment authorities and the supervision of
Autorité des marchés financiers.
Astellia's Board of Directors has expressed its support for
EXFO's firm offer and the agreements to be signed in order to
complete a transaction that values the entirety of Astellia's
equity (on a fully diluted basis) at approximately €25.9 million.
In accordance with the applicable regulation, Astellia's Board of
Directors will submit a reasoned opinion on the desirability of the
public offering for the company, its employees and its shareholders
after examining an independent expert's report on the fairness of
the offer and the opinion of Astellia's workers councils, who will
be consulted as soon as possible.
The closing of the public tender offer is subject to standard
conditions and should take place around the end of calendar year
2017.
"This investment in Astellia is in line with our strategy to
increase our critical mass and our client base, and to expand our
addressable market in the global analytics and service assurance
industry," said Germain Lamonde,
Executive Chairman of EXFO's Board of Directors. "If our public
tender offer is successful, we'll be able to combine Astellia's
solutions and services with those of EXFO and become a world leader
in the network monitoring and analytics sector and target growth
opportunities such as network virtualization, 5G and the Internet
of things."
"We strongly support this strategic transaction with EXFO, whose
values are shared by Astellia," said Christian Queffelec, President of Astellia. "It
will enable us to strengthen our ability to meet customer needs,
widen our market coverage as well as foster our technological and
commercial development."
EXFO is advised by Société Générale and TD Securities (financial
advisors) and Herbert Smith Freehills (legal advisor).
Astellia is advised by Drake Star Partners (financial advisor)
and Aramis (legal advisor).
About Astellia
Astellia is a leading provider of
network and subscriber intelligence enabling mobile operators to
drive service quality, maximize operational efficiency, reduce
churn and develop revenues. Its vendor-independent, real-time
monitoring and troubleshooting solution optimizes networks
end-to-end, from radio to core. Astellia's unique blend of products
and services provides automated optimization, actionable geolocated
insights and big-data analytics to Network Operations, Service
Operations Center, Customer Care and Marketing teams. Astellia has
close partnerships with more than 120 telecom operators. Based in
France, Astellia has significant
operations in Spain and a strong
presence in Canada, Lebanon, Morocco and South
Africa.
About EXFO
EXFO develops smarter network test,
monitoring and analytics solutions for the world's leading
communications service providers, network equipment manufacturers
and webscale companies. Since 1985, we've worked side by side with
our customers in the lab, field, data center, boardroom and beyond
to pioneer essential technology and methods for each phase of the
network lifecycle. Our portfolio of test orchestration and
real-time 3D analytics solutions turn complex into simple and
deliver business-critical insights from the network, service and
subscriber dimensions. Most importantly, we help our customers
flourish in a rapidly transforming industry where "good enough"
testing, monitoring and analytics just aren't good enough
anymore—they never were for us, anyway. For more information, visit
EXFO.com and follow us on the EXFO Blog.
Forward-Looking Statements
This press release 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. In addition, any statement that refers
to expectations, projections or other characterizations of future
events and circumstances are considered forward-looking statements.
They are not guarantees of future performance and involve risks and
uncertainties. Actual results may differ materially from those in
forward-looking statements due to various factors including, but
not limited to, macroeconomic uncertainty as well as capital
spending and network deployment levels in the telecommunications
industry (including our ability to quickly adapt cost structures
with anticipated levels of business and our ability to manage
inventory levels with market demand); future economic, competitive,
financial and market conditions; consolidation in the global
telecommunications test and service assurance industry and
increased competition among vendors; capacity to adapt our future
product offering to future technological changes; limited
visibility with regard to timing and nature of customer orders;
longer sales cycles for complex systems involving customers'
acceptances delaying revenue recognition; fluctuating exchange
rates; concentration of sales; timely release and market acceptance
of our new products and other upcoming products; our ability to
successfully expand international operations; our ability to
successfully integrate businesses that we acquire; and the
retention of key technical and management personnel. Assumptions
relating to the foregoing involve judgments and risks, all of which
are difficult or impossible to predict and many of which are beyond
our control. Other risk factors that may affect our future
performance and operations are detailed in our Annual Report, on
Form 20-F, and our other filings with the U.S. Securities and
Exchange Commission and the Canadian securities commissions. We
believe that the expectations reflected in the forward-looking
statements are reasonable based on information currently available
to us, but we cannot assure that the expectations will prove to
have been correct. Accordingly, you should not place undue reliance
on these forward-looking statements. These statements speak only as
of the date of this document. Unless required by law or applicable
regulations, we undertake no obligation to revise or update any of
them to reflect events or circumstances that occur after the date
of this document.
EXFO-F
SOURCE EXFO inc.