EXFO to Acquire Assets of Gnubi Communications

September 6, 2002--EXFO Electro-Optical Engineering Inc. has signed an agreement to purchase substantially all the assets of gnubi communications, L.P., including its technology, expertise, customer base, and inventories, in a stock-and-cash deal that ranges between $4.3 million and $7.2 million.

Sep 6th, 2002

EXFO Electro-Optical Engineering Inc. has signed an agreement to purchase substantially all the assets of gnubi communications, L.P., including its technology, expertise, customer base, and inventories, in a stock-and-cash deal that ranges between $4.3 million and $7.2 million.

Consideration paid consists of $2.5 million in EXFO stock, $1.8 million in cash, and a cash earn-out based upon sales volume. The deal is expected to be neutral on a pro forma earnings per share basis in fiscal 2003.

gnubi, a privately held company in Dallas, TX, develops multi-channel telecommunications and data-communications testing solutions with an established customer base of Tier 1 optical transport equipment manufacturers and R&D labs. The company's product line enables cost-effective bit error rate testing (BERT) of SONET/SDH and Gigabit Ethernet (GbE) optical systems reaching data transmission rates of 10-Gbits/sec. The gnubi solution, which is scalable for current and next-generation optical systems, can simultaneously test multiple communication ports in lambda routers, optical switches, cross-connects, and DWDM systems (DS1 to OC-192, E1 to STM-64, GigE) on a single platform.

gnubi's multi-channel test solution for optical transport equipment manufacturers complements EXFO's protocol-layer testing product portfolio which focuses on the network service provider market.

"By significantly expanding our coverage of the protocol-layer test market, this acquisition strengthens EXFO's overall position as a global supplier of fiber-optic test, measurement, monitoring and automation solutions," asserts Germain Lamonde, chairman, president, and chief executive officer of EXFO. "The gnubi acquisition will allow us to leverage our sales channels and technology in protocol, optical, and physical-layer testing in order to offer new solutions to telecom and datacom system manufacturers."

EXFO plans to retain gnubi's strong management and technology team, which includes approximately 30 employees. The gnubi acquisition has been approved by the board of directors of both companies, but it is subject to regulatory approval and other customary closing conditions. The deal is expected to close by the end of the first quarter of fiscal 2003.

For more information about EXFO Electro-Optical Engineering Inc. (Quebec City), visit the company's Web site at www.exfo.com.

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