Germain Lamonde, founder and majority shareholder EXFO Inc. (TSX: EXF) (NASDAQ: EXFO), has decided to take his company private. The test and measurement technology firm has agreed to be acquired by 11172239 Canada Inc. (PurchaseCo), a corporation Lamonde controls. PurchaseCo will pay $6.00 per share for all of the issued and outstanding subordinate voting shares of the corporation, except for 3,672,474 subordinate voting shares (the “excluded shares”) Lamonde already controls, either directly or indirectly. The total outlay would be just over $132.7 million. The deal, which is subject to customary closing conditions, is not subject to any financing condition and is expected to close no later than September 30, 2021.
As of June 7, 2021, Lamonde controls, directly or indirectly, the excluded shares and 31,643,000 multiple voting shares, representing 14.22% of the issued and outstanding subordinate voting shares and 100% of the issued and outstanding multiple voting shares. In total, Lamonde controls 61.46% of the issued and outstanding shares of EXFO and 93.53% of the voting rights attached to all the issued and outstanding shares. While the agreement contains clauses that call for penalties in certain cases if an outside bidder trumps Lamonde’s bid or PurchaseCo fails to complete its purchase, Lamonde has told the Special Committee of the board of directors that reviewed and recommended adoption of the agreement that he would not consider any alternative change of control transaction.
The $6.00 per share represents a 62% premium to the closing price on the Nasdaq Global Select Market on June 4, 2021, and a 63% premium to the 20-day volume-weighted average trading price on the Nasdaq Global Select Market for the period ending on June 4, 2021, the last trading day prior to the transaction’s announcement. The board, with Lamonde and CEO Philippe Morin recusing themselves, unanimously accepted the offer and recommends shareholders approve it. National Bank of Canada and Investissement Québec have committed to help fund the purchase.
"This transaction is in the best interests of all of EXFO's stakeholders," commented Lamonde. "The arrangement will provide holders of subordinate voting shares with a significant cash premium and immediate liquidity for their subordinate voting shares while ensuring the long-term success of EXFO as a private company for its employees, business partners, and all the other stakeholders. My objective is to continue working with our talented management team and employees globally to further develop what has become a successful global test and system provider while maintaining its headquarters in Québec City."
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