- EXFO, which holds 33.1% of Astellia's equity, reached an
agreement with Astellia over the filing of a voluntary public
tender offer for the company's remaining equity.
- Astellia's workers councils unanimously supported the
proposed transaction.
- Irrevocable commitments were received from CM-CIC Capital
Privé and CM-CIC Investissement as part of the offer to be
submitted by EXFO.
RENNES, France and QUEBEC
CITY, Canada, Oct. 10, 2017 /PRNewswire/ - EXFO Inc. (NASDAQ:
EXFO) (TSX: EXF), the network test, monitoring, and analytics
experts, and Astellia (ISIN code: FR0004176535 – ticker symbol
ALAST), a leading provider of network and subscriber intelligence,
announced today that they have signed a binding agreement related
to EXFO's proposed public tender offer for Astellia's shares.
The agreement, which is supported by Astellia's Board of
Directors, follows EXFO's off-market acquisition of 33.1% of
Astellia's equity and an information and consultation process held
with Astellia's workers councils, who were unanimously in favor of
the proposed transaction.
Under the terms of the agreement, EXFO must submit a voluntary
cash public tender offer to l'Autorité des marchés financiers. EXFO
will offer to pay €10 per share, the same amount that was submitted
to Astellia's founding shareholders and Isatis Capital.
The price of €10 per share represents a premium of 44.7% over
Astellia's closing share price on August 30,
2017, before the off-market acquisition was announced, and
of 56.1% based on the 12-month volume weighted average price. The
transaction values the entirety of Astellia's equity (on a fully
diluted basis) at approximately €25.9 million.
In accordance with applicable regulations, Astellia's Board of
Directors must submit a reasoned opinion on the desirability of the
public offering. It therefore has hired the firm, Associés en
Finance, as an independent expert to draft a report on the fairness
of the public offering's financial terms.
As of today, EXFO received irrevocable commitments from CM-CIC
Capital Privé and CM-CIC Investissement, subject to obtaining a
better offer, representing 3.1% and 5.4% respectively of Astellia's
equity as part of the offering.
The public offering will open in late 2017 or early 2018,
subject to the approval of French foreign investment authorities
and permission from l'Autorité des marchés financiers.
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.