pcJ News Brieds – EXFO Inc. (NASDAQ: EXFO; TSX: EXF) has commenced all-cash voluntary tender offer to acquire all of the outstanding shares of Astellia (EPA: ALAST), that EXFO does not already own, at €10 per share following the off-market acquisition of 33.1% of Astellia’s equity at the same price.
The transaction values the entirety of Astellia’s equity at approximately €25.9 million on a fully diluted basis.
CM-CIC Capital Privé and CM-CIC Investissement, representing 8.5% of Astellia’s equity, have agreed to tender their shares as part of the offering.
Astellia is a leading provider of network and subscriber intelligence enabling mobile operators to drive service quality, maximize operational efficiency, reduce churn and develop revenues. Astellia has close partnerships with more than 120 telecom operators.
Rennes, France based Astellia has offices in Canada, Lebanon, Morocco, South Africa, Spain and the USA.
photo credit: succo via pixabay
EXFO, which holds 33.1% of Astellia’s equity, announces the opening of its public cash tender offer for Astellia’s remaining equity
The offer is proposed at a price of 10 euros per Astellia share.
The offer was declared compliant by the French Market Authority, who announced it will be opened for 25 trading days, starting from December 15, 2017 to January 23, 2018 inclusive.
RENNES, France and QUEBEC CITY, Dec. 15, 2017 /CNW Telbec/ – EXFO Inc. (NASDAQ: EXFO) (TSX: EXF), the network test, monitoring, and analytics experts, announced the opening of its all-cash voluntary tender offer to acquire all of the outstanding shares of Astellia (ISIN code: FR0004176535 – ticker symbol ALAST), a leading provider of network and subscriber intelligence, that EXFO does not already own, following the off-market acquisition of 33.1% of Astellia’s equity.
The offer is proposed at a price of 10€ per Astellia share, the same amount that was paid by EXFO for the off-market acquisition and represents a 44.7% premium over Astellia’s closing share price on August 30, 2017, before the off-market acquisition was announced, and a 56.1% based on the 12-month volume weighted average price. The transaction values the entirety of Astellia’s equity (on a fully diluted basis) at approximately €25.9 million.
The tender offer received unanimous support from Astellia’s board of directors which recommends that Astellia’s shareholders tender their shares to the offer after examining the report provided by Associés en Finance stating that the offer price is fair for the company’s shareholders from a financial point of view.
The offer, which was declared compliant by the AMF on December 12, 2017, will be opened for a period of 25 trading days, from and including December 15, 2017 through January 23, 2018. If the conditions are satisfied upon completion of the offer, EXFO intends to proceed to a mandatory squeeze-out procedure in order to acquire the remaining outstanding shares at consideration equal to the offer price.
Commitments were received from CM-CIC Capital Privé and CM-CIC Investissement, representing 8.5% of Astellia’s equity as part of the offering.
“We aim to combine the two companies and create a global leader in the service assurance and analytics industry”, said Germain Lamonde, EXFO’s founder and Executive Chairman of the Board. “Combining our complementary base of customers, technologies and competencies, as well as our similar corporate cultures, will enable the development of game-changing solutions and services within a large market in rapid transition—all this in the best interests of our customers, employees and shareholders.”
“We are very pleased with the opening of the public offer by EXFO after all the milestones that followed the friendly acquisition of the founding shareholders’ stake, and in particular the very favourable opinions expressed by our Board of Directors and by our employees through the workers councils. We strongly believe in the strategic rationale and in the commercial, geographical and technological complementarities of this combination which will open a new chapter of development in the interest of all our teams who will be part of a global group”, said Christian Queffelec, President of Astellia.
The offer and response documents, having received the AMF visas n°17-630 and n° 17-631 respectively dated December 12, 2017 and the documents in relation with the information on characteristics including legal, financial and accounting of EXFO and Astellia (the other information documents) are available on the EXFO website (https://s3.amazonaws.com/exfo-investors/astellia-informations/astellia-note-information-offre-publique-achat-exfo.pdf for the offer document and https://s3.amazonaws.com/exfo-investors/astellia-informations/astellia-document-autres-informations-exfo.pdf for the other information document), on the Astellia website (http://www.astellia.com/sites/default/files/Astellia%20-%20Note%20en%20r%C3%A9ponse.pdf for the response document and http://www.astellia.com/sites/default/files/Astellia%20-%20Autres%20informations.pdf for the other information document) and on the AMF website (www.amf-france.org).
Astellia is a leading provider of network and subscriber intelligence enabling mobile operators to drive service quality, maximize operational efficiency, reduce churn and develop revenues. Its vendor-independent, real-time monitoring and troubleshooting solution optimizes networks end-to-end, from radio to core. Astellia’s unique blend of products and services provides automated optimization, actionable geolocated insights and big-data analytics to Network Operations, Service Operations Center, Customer Care and Marketing teams. Astellia has close partnerships with more than 120 telecom operators. Based in France, Astellia has significant operations in Spain and a strong presence in Canada, Lebanon, Morocco and South Africa.
EXFO develops smarter network test, monitoring and analytics solutions for the world’s leading communications service providers, network equipment manufacturers and webscale companies. Since 1985, we’ve worked side by side with our customers in the lab, field, data center, boardroom and beyond to pioneer essential technology and methods for each phase of the network lifecycle. Our portfolio of test orchestration and real-time 3D analytics solutions turn complex into simple and deliver business-critical insights from the network, service and subscriber dimensions. Most importantly, we help our customers flourish in a rapidly transforming industry where “good enough” testing, monitoring and analytics just aren’t good enough anymore—they never were for us, anyway. For more information, visit EXFO.com and follow us on the EXFO Blog.