VIAVI Thanks EXFO Minority Shareholders for Strong Support; Outlines Options Available to EXFO Minority Shareholders to Receive Fair Value

News provided by

Jul 29, 2021, 09:15 ET

- Shareholders are encouraged to REJECT Mr. Lamonde's inferior US$6.00 per share going private transaction at the EXFO Special Meeting of Shareholders on Friday, August 13, 2021

- Shareholders may also exercise dissent rights and demand to be paid the fair value of their shares

- In addition, shareholders may contest the fairness of Mr. Lamonde's going private transaction by appearing at the fairness hearing before the Québec Superior Court on Friday, August 20, 2021

SCOTTSDALE, Ariz., July 29, 2021 /PRNewswire/ -- Viavi Solutions Inc. ("VIAVI") (NASDAQ: VIAV) would like to thank EXFO Inc. (TSX: EXF) (NASDAQ: EXFO) ("EXFO") minority shareholders for their strong support to date for VIAVI's binding superior proposal to acquire EXFO for US$8.00 in cash per share. Those VIAVI has spoken to support VIAVI's binding superior proposal and believe that Germain Lamonde, EXFO's Chairman and majority shareholder, and the EXFO Special Committee should do what is right for all shareholders – not just Mr. Lamonde – and accept VIAVI's binding superior proposal.

Mr. Lamonde has issued a coercive ultimatum to EXFO minority shareholders: either accept his inadequate US$6.00 per share going private transaction or be forced to continue to hold EXFO shares – which traded at US$3.70 prior to the announcement of his going private transaction on June 7, 2021 – and could return to that trading level in light of Mr. Lamonde's refusal to consider a value-maximizing transaction that would benefit all EXFO shareholders.

As the EXFO Special Committee inexplicably continues to recommend Mr. Lamonde's inferior US$6.00 per share going private transaction, EXFO minority shareholders have asked VIAVI what options are available to them.

VIAVI firmly believes that EXFO shareholders deserve fair value. Shareholders should REJECT Mr. Lamonde's inferior US$6.00 per share going private transaction at EXFO's Special Meeting of Shareholders on Friday, August 13, 2021, and take the following actions:

Demand your elected directors defend your rights. Call and write letters to Mr. Lamonde and the EXFO Special Committee, pinpointing their failure to act in the best interests of all shareholders and demanding they accept VIAVI's binding superior proposal. Mr. Lamonde has even publicly stated that his going private transaction was in response to shareholder pressure.
Demonstrate the will of shareholders – other than Mr. Lamonde. If the EXFO Special Committee refuses to acknowledge the interests of all its shareholders and continues to recommend Mr. Lamonde's going private transaction, publicly express support for VIAVI's binding superior proposal to acquire EXFO for US$8.00 in cash per share (US$2.00 or 33.3% higher than the US$6.00 per share offer under Mr. Lamonde's going private transaction).
Exercise your dissent rights. Registered shareholders of EXFO have the right to dissent with respect to the going private transaction and, if the transaction becomes effective, to be paid the fair value of their shares. To do so, a dissent notice must be sent to and received by EXFO by no later than 10:00 a.m. (Québec City time) on Wednesday, August 11, 2021. A non-registered shareholder who wishes to exercise dissent rights must make arrangements for the shares beneficially owned by such holder to be registered in the name of such holder through their Intermediary prior to the time the dissent notice is required to be received by EXFO or alternatively, make arrangements for the registered shareholder of such shares to exercise dissent rights on behalf of such Shareholder. Further information on your dissent rights is described in EXFO's circular for the going private transaction, available at EXFO's profile on SEDAR.
Contest fairness. Shareholders may contest the fairness of Mr. Lamonde's going private transaction by appearing at the fairness hearing which, according to EXFO's circular, is currently expected to be presented before the Québec Superior Court on Friday, August 20, 2021 at 11:00 a.m. (Québec City time). Any shareholder who wishes to appear and be heard at the fairness hearing must file a notice of appearance with the Court's registry and serve same on EXFO's counsel, as described in EXFO's circular, no later than 4:30 p.m. (Montréal time) on Tuesday, August 17, 2021. Further details are described in EXFO's circular for the going private transaction, available at EXFO's profile on SEDAR.

VIAVI once again urges the EXFO Special Committee to uphold their fiduciary duty to act in the best interest of all shareholders – and to stop recommending Mr. Lamonde's inferior going private transaction that deprives shareholders of an additional US$2.00 per share in value.

VIAVI's binding superior proposal delivers compelling value to all EXFO shareholders, including Mr. Lamonde, who would receive the same significant premium as other shareholders, and given his sizeable interest, would benefit significantly.

EXFO minority shareholders deserve better and the EXFO Special Committee is urged to take this opportunity to work with VIAVI to maximize value for all shareholders.

Advisors
Fried Frank Harris Shriver & Jacobson LLP and McCarthy Tétrault LLP are acting as U.S. and Canadian legal counsel to VIAVI, respectively. Kingsdale Advisors is acting strategic shareholder and communications advisor to VIAVI.

About VIAVI Solutions
VIAVI (NASDAQ: VIAV) is a global provider of network test, monitoring and assurance solutions for communications service providers, enterprises, network equipment manufacturers, government and avionics. We help these customers harness the power of instruments, automation, intelligence and virtualization to Command the network. VIAVI is also a leader in light management solutions for 3D sensing, anti-counterfeiting, consumer electronics, industrial, automotive, and defense applications. Learn more about VIAVI at www.viavisolutions.com. Follow us on VIAVI Perspectives, LinkedIn, Twitter, YouTube and Facebook.

Forward-Looking Statements
This press release contains forward-looking statements including statements and expectations regarding the Proposal, the strategic merits of a transaction between EXFO and VIAVI, VIAVI's expectations regarding growth, scale, financial resources and operating leverage, and VIAVI's plans regarding EXFO's brand, legacy and operations. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. For more information on these risks, please refer to the "Risk Factors" section included in the Company's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on August 24, 2020 and our Quarterly Reports on Form 10-Q filed on November 10, 2020, February 9, 2021 and May 7, 2021. The forward-looking statements contained in this press release are made as of the date hereof and the Company assumes no obligation to update such statements.

Additional Information
VIAVI is providing the disclosure required under Section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations applicable to public broadcast solicitations. Any solicitation made by VIAVI will be made by it (directly or on its behalf) and not by or on behalf of management of EXFO. All costs incurred for any such solicitation will be borne by VIAVI. VIAVI has entered into an agreement with Kingsdale Advisors pursuant to which Kingsdale Advisors has agreed to provide certain consulting and related services. VIAVI may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian corporate and securities laws. If VIAVI commences any solicitation of proxies, proxies may be revoked by an instrument in writing by a shareholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by law. Neither VIAVI nor, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, (i) in any matter proposed to be acted upon in connection with the Going Private Transaction or (ii) in any transaction since the beginning of EXFO's most recently completed financial year or in or in any proposed transaction which has materially affected or would materially affect EXFO or any of its subsidiaries. Based upon publicly available information, EXFO's head office is located at 400 Godin Avenue, Quebec, Quebec, G1M 2K2, Canada.

Inquiries:

Investors
Bill Ong
+1 (408) 404-4512
[email protected]

Media (regarding the Proposal)
Hyunjoo Kim
+1 (416) 899-6463
[email protected]

Media (all other inquiries)
Amit Malhotra
+1 (202) 341-8624
[email protected]

SOURCE VIAVI Financials