- The voluntary cash tender offer announced by EXFO on
August 30, 2017 for Astellia's
remaining shares received strong support from the company's
shareholders that mainly tendered their shares to the
Offer.
- EXFO acquired 82.7% of the targeted shares at a price of
10€ per share, that brings its participation to 88.4% of the share
capital. The securities settlement will take place on February 5, 2018.
- The Offer will automatically be re-opened, for 10 trading
days, starting early February
2018.
RENNES, France and QUEBEC CITY,
Jan. 29, 2018 /PRNewswire/ - Astellia
(ISIN code: FR0004176535 - ticker symbol ALAST) and EXFO inc.
(NASDAQ: EXFO) (TSX: EXF), jointly announce that the public tender
offer initiated by EXFO, the network test, monitoring, and
analytics experts, has been strongly received by Astellia's
shareholders. EXFO acquired 82.7% of the targeted shares of
Astellia, a leading provider of network and subscriber
intelligence, at a price of 10€ per share. This transaction raised
EXFO's ownership to 88.4%.
The Offer settlement will take place on February 5, 2018.
In accordance with the provisions of Article 232-4 of the AMF
General Regulation, the Offer will be reopened during 10 trading
days starting early February 2018,
according to a schedule that will be published soon by the AMF. The
Offer, which will remain unchanged at a price of 10€ per Astellia
share, represents a 44.7% premium over Astellia's closing share
price on August 30, 2017, before the off-market acquisition
was announced, and a 56.7% premium based on the 12-month volume
weighted average price.
Astellia's Board of Directors will be modified in order to
acknowledge the new shareholding structure of the company.
If upon completion of the reopened Offer, the minority
shareholders do not represent more than 5% of the share capital or
the voting rights of Astellia, EXFO intends to implement a
mandatory squeeze-out for the remaining shares.
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://www.exfo.com/fr/pages-destination/astellia-information/),
on the Astellia website
(https://www.astellia.com/fr/investisseurs/action-astellia) 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.