- The offer is proposed at a price of 10 euros per Astellia share.
- The offer was declared compliant by the French Market
Authority, who announced it will be opened for 25 trading days,
starting from December 15, 2017 to
January 23, 2018
inclusive.
RENNES, France and QUEBEC CITY, Dec. 15,
2017 /CNW Telbec/ - EXFO Inc. (NASDAQ: EXFO) (TSX:
EXF), the network test, monitoring, and analytics experts,
announced the opening of its all-cash voluntary tender offer to
acquire all of the outstanding shares of Astellia (ISIN code:
FR0004176535 - ticker symbol ALAST), a leading provider of network
and subscriber intelligence, that EXFO does not already own,
following the off-market acquisition of 33.1% of Astellia's
equity.
The offer is proposed at a price of 10€ per Astellia share, the
same amount that was paid by EXFO for the off-market acquisition
and represents a 44.7% premium over Astellia's closing share price
on August 30, 2017, before the off-market acquisition was
announced, and a 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.
The tender offer received unanimous support from Astellia's
board of directors which recommends that Astellia's shareholders
tender their shares to the offer after examining the report
provided by Associés en Finance stating that the offer price is
fair for the company's shareholders from a financial point of
view.
The offer, which was declared compliant by the AMF on
December 12, 2017, will be opened for
a period of 25 trading days, from and including December 15, 2017 through January 23, 2018. If the conditions are satisfied
upon completion of the offer, EXFO intends to proceed to a
mandatory squeeze-out procedure in order to acquire the remaining
outstanding shares at consideration equal to the offer price.
Commitments were received from CM-CIC Capital Privé and CM-CIC
Investissement, representing 8.5% of Astellia's equity as part of
the offering.
"We aim to combine the two companies and create a global leader
in the service assurance and analytics industry", said Germain Lamonde, EXFO's founder and Executive
Chairman of the Board. "Combining our complementary base of
customers, technologies and competencies, as well as our similar
corporate cultures, will enable the development of game-changing
solutions and services within a large market in rapid
transition—all this in the best interests of our customers,
employees and shareholders."
"We are very pleased with the opening of the public offer by
EXFO after all the milestones that followed the friendly
acquisition of the founding shareholders' stake, and in particular
the very favourable opinions expressed by our Board of Directors
and by our employees through the workers councils. We strongly
believe in the strategic rationale and in the commercial,
geographical and technological complementarities of this
combination which will open a new chapter of development in the
interest of all our teams who will be part of a global group", said
Christian Queffelec, President of
Astellia.
The offer and response documents, having received the AMF visas
n°17-630 and n° 17-631 respectively dated December 12, 2017 and the documents in relation
with the information on characteristics including legal, financial
and accounting of EXFO and Astellia (the other information
documents) are available on the EXFO website
(https://s3.amazonaws.com/exfo-investors/astellia-informations/astellia-note-information-offre-publique-achat-exfo.pdf
for the offer document and
https://s3.amazonaws.com/exfo-investors/astellia-informations/astellia-document-autres-informations-exfo.pdf
for the other information document), on the Astellia website
(http://www.astellia.com/sites/default/files/Astellia%20-%20Note%20en%20r%C3%A9ponse.pdf
for the response document and
http://www.astellia.com/sites/default/files/Astellia%20-%20Autres%20informations.pdf
for the other information document) and on the AMF website
(www.amf-france.org).
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.