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EXFO announces the filing of a voluntary tender offer for Astellia's shares

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EXFO, which holds 33.1% of Astellia’s equity, filed a voluntary public tender offer for the company’s remaining equity. The offer will be proposed at a price of 10 euros per Astellia share. The independent expert confirmed the fairness of the offer. Astellia’s Board of Directors recommended the offer and considered that the offer is in the interests of the company, its shareholders and its employees.

RENNES, France and QUEBEC CITY, Nov. 28, 2017 /PRNewswire/ – Following the off-market acquisitions of 33.1% of Astellia’s equity (“Astellia”) (ISIN code: FR0004176535 – mnemonic: ALAST), EXFO Inc. (“EXFO”) (NASDAQ: EXFO, TSX: EXF) launched today an all-cash voluntary public tender offer to acquire all of the outstanding shares of Astellia.

This offer will be proposed at a price of 10 euros per Astellia share, the same amount that was paid by EXFO for the off-market acquisitions. The price of 10 euros per share represents a 44.7% premium over the unaffected closing share price of Astellia on August 30, 2017, the day before the intention of EXFO to acquire Astellia was announced, and a 56.7% premium over the volume-weighted average share price over the last 12 months before this date.

The full draft offer document will be available in French on the Autorité des marchés financiers (AMF) (www.amf-france.org) and on the EXFO (http://www.exfo.com/fr/bibliotheque/documents-proceduraux-juridiques/astellia/projet-de-note-information) websites.

The report provided by Associés en Finance, appointed by Astellia as an independent expert, confirmed the fairness of the offer’s financial terms. On the basis of such report, the Board of Directors of Astellia unanimously considered that the public tender offer is the interests of the company, its shareholders and its employees and therefore recommended that Astellia’s shareholders tender their shares to the offer.

Astellia has also filed today with the AMF a draft document in response to the tender offer launched by EXFO, which contains in particular the independent expert report and the recommendation of Astellia’s Board of Directors.

The full draft response document will be available in French on the websites of the AMF (www.amf-france.org) and of Astellia (www.astellia.com).

In accordance with applicable regulations to foreign investments in France, EXFO obtained, on November 27, 2017, the prior authorisation of the French Ministry of Economy for the implementation of the offer.

The offer and both draft documents remain subject to the review of the AMF.

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