Statement From Germain Lamonde With Regard To The Unsolicited, Non-Binding Proposal From Viavi

Québec City, June 16, 2021 - As the controlling shareholder of EXFO Inc. (EXFO), I want to provide absolute clarity for stakeholders regarding my intentions in response to the recent unsolicited proposal to acquire EXFO by Viavi Solutions Inc. (Viavi) and any further proposal to be made by Viavi or any other third party.

This is the third time that Viavi has made an offer to acquire EXFO, after its first and second attempts in November 2020 at a price of US$4.75 and in May 2021 at a price of US$5.25, respectively. On both occasions, I have indicated clearly to the board of directors of EXFO that, as the controlling shareholder of EXFO, I would not consider any transaction with Viavi and the board consequently concluded that there was no merit in pursuing any discussions with Viavi and did reiterate today to the board that, for the third time, Viavi’s non-binding proposal would not obtain my support as the controlling shareholder.

For a number of years, I was regularly contacted by shareholders expressing concern over the trading price and liquidity of EXFO’s shares (the Shares). Having considered from time to time whether it would be more beneficial for the Corporation’s medium and long term prospects to operate as a private company, and considering the concerns expressed by shareholders, I stand by the merits of the transaction by plan of arrangement that I initiated which was announced on June 7, 2021 at a price of US$6.00 per Share in cash (the Proposed Transaction). As I have previously indicated numerous times to the board of EXFO, as a controlling shareholder, I will not consider any alternative change of control transaction of EXFO, such as the one proposed by Viavi and my Shares are not for sale. I have founded EXFO and been involved in the company over the last 35 years and I believe that the business is well-managed, growing, strategically positioned for the evolving and dynamic future of the communications test and measurement industry.

I want to be crystal clear for the benefit of EXFO’s shareholders and other stakeholders: either the Proposed Transaction that I made at US$6.00 and that was announced on June 7, 2021, is accepted by shareholders or, should EXFO’s shareholders not support this transaction, EXFO will continue its life as a public company. I believe wholeheartedly in the prospects of EXFO as a stand-alone company and I have no intention of changing the current operations of EXFO, including the location of its head office in Québec city.

I wish to remind shareholders of EXFO that the Proposed Transaction would provide them with immediate liquidity at a 63% premium to the 20-day volume-weighted average trading price for the Subordinate Voting Shares on the Nasdaq Global Select Market for the period ending on June 4, 2021, the last trading day prior to the date of the announcement of the Proposed Transaction.

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 will prepare and mail a Schedule 13E-3 Transaction Statement (the “Schedule 13E-3”). The Schedule 13E-3 will be filed with the U.S. Securities and Exchange Commission (the “SEC ”). INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE SCHEDULE 13E-3 AND OTHER MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE CORPORATION, THE TRANSACTION, AND RELATED MATTERS. In addition to receiving the Schedule 13E-3 by mail, shareholders of EXFO will also be able to 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).

Information

Vance Oliver
Director, Investor Relations
(418) 683-0913, ext. 23733
vance.oliver@exfo.com