Viavi Solutions Inc. (NASDAQ: VIAV) yesterday announced an increased binding proposal to acquire all of the outstanding subordinate voting shares and multiple voting shares of EXFO Inc.(NASDAQ: EXFO) from $7.50 to $8.00 in cash per share. The proposal from VIAVI reflects EXFO’s recently announced fiscal third quarter 2021 financial results in which bookings increased 47.2 percent year-on-year to $87 million with a book-to-bill ratio at 1.20.
VIAVI’s Proposal now values EXFO at approximately $459 million on an undiluted basis and represents a significant premium of:
- 116 percent to the NASDAQ closing price on June 4, 2021, the trading day before the announcement of the Going Private Transaction;
- 33 ⅓ percent to the $6.00 consideration offer under the Going Private Transaction; and
- 6.7 percent to VIAVI’s previous already-superior proposal to acquire EXFO.
Additionally, VIAVI’s Proposal is higher than the $5.75 to $7.50 formal valuation range of EXFO’s subordinate voting shares prepared by TD Securities Inc., acting as the EXFO Special Committee’s own valuator in connection with the Going Private Transaction.
VIAVI issued a statement saying the combined teams and technology would enable strong investment in growth while achieving greater operating leverage than either company could do alone. The statement said VIAVI intends to continue EXFO’s brand and legacy and continue EXFO’s presence and operations in Quebec to complement and expand upon VIAVI’s long-standing engineering and product development teams in Quebec and Ottawa.
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