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Germain Lamonde Rejects Fourth Unsolicited, Non-Binding Proposal From Viavi

Published on July 20, 2021

Quebec City, QC, July 20, 2021 – Mr. Germain Lamonde today issued the following statement:

Viavi Solutions Inc. (Viavi) made a fourth unsolicited, non-binding proposal to acquire EXFO Inc. (EXFO), and, for the fourth time, I make it crystal clear to Viavi and to my board of directors at EXFO that as controlling shareholder of EXFO, I would not consider any transaction with Viavi, or any other change of control transaction. Viavi knew full well I would reject any new non-binding, non-executable tentative proposal, which in my view is only intended to create distortion in the current go-private process and is simply aimed at eliminating Viavi’s main competitor – it is clearly not in the best interest of Viavi and EXFO customers as they would end up paying much higher prices for the products we sell, having less services and no longer benefit from EXFO’s incredible innovation engine.

The EXFO board of directors has unanimously recommended that shareholders vote in favour of the transaction by way plan of arrangement announced on June 7, 2021 whereby I have offered to purchase all Subordinate Voting Shares I do not currently own for US$6.00 per Subordinate Voting Share (the Proposed Transaction). This provides a 62% premium to the closing price of the Subordinate Voting Shares on the Nasdaq Global Select Market on June 4, the last trading day before the offer was made; a 63% premium to the 20-trading day volume-weighted average price up until the last trading day before the offer was made.

I have been clear and unambiguous with EXFO shareholders since June 7 that they have a choice of accepting my formal offer of US$6.00 per Subordinate Voting Share or remaining a public company. My position has not changed since then and nor will it change, no matter how many times EXFO’s primary competitor tries to interfere in the process for its own benefit.

About Germain Lamonde

Germain Lamonde is the founder of EXFO and its Executive Chairman. Germain Lamonde controls, directly or indirectly, 3,672,474 Subordinate Voting Shares and 31,643,000 Multiple Voting Shares of EXFO, representing 14.22% of the issued and outstanding Subordinate Voting Shares of EXFO, and 100% of the issued and outstanding Multiple Voting Shares of EXFO and, respectively, representing collectively 61.46% of the issued and outstanding shares and 93.53% of the voting rights attached to all the issued and outstanding shares.

In connection with the Proposed Transaction, EXFO has prepared and mailed a Schedule 13E-3 Transaction Statement (the Schedule 13E-3). The Schedule 13E-3 has been filed with the U.S. Securities and Exchange Commission (the SEC) on July 16, 2021. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE SCHEDULE 13E-3 AND OTHER MATERIALS FILED WITH THE SEC AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE CORPORATION, THE TRANSACTION, AND RELATED MATTERS. In addition to receiving the Schedule 13E-3 by mail, shareholders of EXFO can also obtain these documents, as well as other filings containing information about EXFO, the transaction, and related matters, without charge, from the SEC's website (http://www.sec.gov).



Vance Oliver
Director, Investor Relations
(418) 683-0913, ext. 23733
[email protected]

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