EXFO Buys 33.1% Stake in Astellia, Plans Full Takeover

Concurrently, EXFO signed an agreement with Isatis Capital to acquire at the same price a majority of its shares, representing an equity stake of 7.7% and giving EXFO a total stake of 33.1% in Astellia’s equity.

The price of €10 per share proposed by EXFO represents a premium of 44.7% over Astellia’s closing share price on August 30, 2017, and of 56.1% based on the 12-month volume weighted average price.

Astellia’s Board of Directors has expressed its support for this transaction.

EXFO will initiate an all-cash voluntary public tender offer to acquire Astellia’s remaining shares.

Under terms of the agreements, EXFO will acquire from founders Christian Queffelec (President of Astellia), Frédéric Vergine (EVP, Strategic Customer Engagements), Julien Lecoeuvre (Chief Technology and Innovation Officer) and Emmanuel Audousset (EVP, International Accounts and Indirect Sales) the entirety of their shares in Astellia, and from Isatis Capital the majority of its shares in Astellia. Following these acquisitions, which contain no suspensive condition, EXFO will hold a 33.1% stake in Astellia’s equity, representing a total amount of €8.6 million at a price of €10 per Astellia share. The settlement of these acquisitions will take place in upcoming days.

Upon completion of these acquisitions and following the information and consultation process for Astellia’s workers councils, EXFO will launch an all-cash voluntary public tender offer to acquire Astellia’s remaining shares for the same price. The proposed public offer will remain subject to the approval of French foreign investment authorities and the supervision of Autorité des marchés financiers.

Astellia’s Board of Directors has expressed its support for EXFO’s firm offer and the agreements to be signed in order to complete a transaction that values the entirety of Astellia’s equity (on a fully diluted basis) at approximately €25.9 million. In accordance with the applicable regulation, Astellia’s Board of Directors will submit a reasoned opinion on the desirability of the public offering for the company, its employees and its shareholders after examining an independent expert’s report on the fairness of the offer and the opinion of Astellia’s workers councils, who will be consulted as soon as possible.

The closing of the public tender offer is subject to standard conditions and should take place around the end of calendar year 2017.

“This investment in Astellia is in line with our strategy to increase our critical mass and our client base, and to expand our addressable market in the global analytics and service assurance industry,” said Germain Lamonde, Executive Chairman of EXFO’s Board of Directors. “If our public tender offer is successful, we’ll be able to combine Astellia’s solutions and services with those of EXFO and become a world leader in the network monitoring and analytics sector and target growth opportunities such as network virtualization, 5G and the Internet of things.”

“We strongly support this strategic transaction with EXFO, whose values are shared by Astellia,” said Christian Queffelec, President of Astellia. “It will enable us to strengthen our ability to meet customer needs, widen our market coverage as well as foster our technological and commercial development.”

EXFO is advised by Société Générale and TD Securities (financial advisors) and Herbert Smith Freehills (legal advisor).

Astellia is advised by Drake Star Partners (financial advisor) and Aramis (legal advisor).

EXFO (Nasdaq: EXFO; Toronto: EXF)
Astellia