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On June 7, 2021, EXFO Inc. announced that it had entered into an arrangement agreement whereby Germain Lamonde, EXFO’s Chairman and majority shareholder, proposed to acquire all the issued and outstanding subordinate voting that he does not already own for US$6.00 in cash per share. EXFO is holding a Special Meeting on Friday, August 13, 2021, where shareholders of record as of June 22 are being asked to approve the go-private transaction.

On July 20, 2021, VIAVI submitted an increased binding proposal (the "Proposal") to EXFO for US$8.00 (from US$7.50) in cash per share. VIAVI’s Proposal represents a significant premium of:

  • 116% to the NASDAQ closing price on June 4, 2021, the trading day before the announcement of the going private transaction by Mr. Lamonde (the “Going Private Transaction”);
  • 33 1/3% to the US$6.00 consideration offer under the Going Private Transaction; and
  • 6.7% to VIAVI’s previous already-superior proposal to acquire EXFO.

VIAVI’s superior Proposal provides compelling value to all shareholders, including Mr. Lamonde, and is higher than the US$5.75 to US$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.

The combination of VIAVI and EXFO would build a leader in communications test and measurement for the next decade. The strength of the combined teams and technology, combined with significantly greater scale and financial resources, would enable strong investment in growth while achieving greater operating leverage than either company could do alone.

Questions?

Bill Ong
Senior Director, Investor Relations

408-404-4512
bill.ong@viavisolutions.com

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DISCLAIMERS

General

The data, information and opinions contained or referenced herein (collectively, the “Information”) is for general informational purposes only for the shareholders (“Shareholders”) of EXFO Inc. (“EXFO”) in order to provide the views of VIAVI Solutions Inc. (“VIAVI”) regarding VIAVI’s proposal (the “Proposal”) to the board of directors of EXFO (the “Board”) and other matters which VIAVI believes to be of concern to Shareholders. The views expressed in the Information represent the views and opinions of VIAVI, whose opinions may change at any time and which are based on analyses of VIAVI and its advisors. Unless otherwise indicated, the Information has been derived or obtained from public disclosure and filings with respect to and/or made by EXFO. Unless expressly stated otherwise, any opinion expressed herein is an opinion of VIAVI held as of the date appearing in the Information. VIAVI disclaims any obligation to publicly update the Information contained herein, except as required by applicable law. Forward-Looking Statements

The Information contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements and expectations regarding the Proposal, the strategic merits of a transaction between EXFO and VIAVI, VIAVI’s expectations regarding growth, scale, financial resources and operating leverage, and VIAVI’s plans regarding EXFO’s brand, legacy and operations. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. For more information on these risks, please refer to the "Risk Factors" section included in VIAVI’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on August 24, 2020 and VIAVI’s Quarterly Reports on Form 10-Q filed on November 10, 2020, February 9, 2021 and May 7, 2021.

Disclaimer Respecting Publicly Sourced Information

Certain of the Information contained herein, including, but not limited to, Information concerning EXFO, has been taken from or is based upon publicly available documents or records filed on SEDAR or EDGAR and other public sources. The Information may also include industry data and other statistical information obtained from independent publications, research reports and other published independent sources.

Although VIAVI believes its sources to be reliable and has no knowledge that would indicate that any Information taken from or based upon those documents, records, publications, reports or other public sources are untrue or incomplete, VIAVI does not provide any representation or assurance as to the accuracy or completeness of the Information, or the appropriateness of the Information for any particular analytical purpose and does not assume and expressly disclaims any liability in relation to such Information taken from or based upon those documents, records, publications, reports and other public sources, or for any failure by such entities to disclose publicly events or facts that may have occurred or that may affect the significance or accuracy of any such information, but that are unknown to VIAVI. VIAVI has no intention and undertakes no obligation to update or revise any such information or data, whether as a result of new information, future events or otherwise, except as required by applicable law.

Additional Information

The Information contained herein does not constitute an offer to purchase or a solicitation of an offer to sell shares of EXFO.

VIAVI is hereby providing the disclosure required under Section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations and section 150(1.2) of the Canada Business Corporations Act applicable to public broadcast solicitations.

Any solicitation made by VIAVI will be made by it (directly or on its behalf) and not by or on behalf of management of EXFO. All costs incurred for any such solicitation will be borne by VIAVI. VIAVI has entered into an agreement with Kingsdale Advisors pursuant to which Kingsdale Advisors has agreed to provide certain consulting and related services. VIAVI may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, including through this website, press releases, speeches or publications, and by any other manner permitted under applicable Canadian corporate and securities laws. If VIAVI commences any solicitation of proxies, proxies may be revoked by an instrument in writing by a shareholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by law. Neither VIAVI nor, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, (i) in any matter proposed to be acted upon in connection with the proposed going private transaction between EXFO and its chairman and majority shareholder, Germain Lamonde (the “Going Private Transaction”) or (ii) in any transaction since the beginning of EXFO’s most recently completed financial year or in or in any proposed transaction which has materially affected or would materially affect EXFO or any of its subsidiaries. Based upon publicly available information, EXFO’s head office is located at 400 Godin Avenue, Quebec, Quebec, G1M 2K2, Canada.