Engineering

EXFO Announces Substantial Issuer Bid - Company to repurchase up to C$30 million of its subordinate voting shares

  2008 NOV 24 - (VerticalNews.com) -- EXFO Electro-Optical Engineering Inc. (NASDAQ:EXFO)(NASDAQ:TSX:)(NASDAQ:EXF) announced that its Board of Directors has authorized a substantial issuer bid (the "Offer") to purchase for cancellation up to 8.82 million subordinate voting shares for an aggregate purchase price not to exceed C$30 million.

  The Offer is being made by way of a "modified Dutch Auction" pursuant to which shareholders may tender all or a portion of their shares (i) at a price not less than C$3.40 per share and not more than C$3.90 per share, in increments of C$0.05 per share, or (ii) without specifying a purchase price, in which case their shares will be purchased at the purchase price determined in accordance with the Offer. The Offer will expire at 5 p.m. (Eastern time) on December 16, 2008, unless withdrawn, extended or varied by EXFO.

  The purchase price paid for each share properly tendered and not withdrawn will be based on the number of shares tendered and the prices specified by shareholders making tenders, and will be the lowest price that will allow EXFO to purchase up to C$30 million of shares at a price within the range specified above. Shareholders will receive the purchase price in cash for shares tendered at prices equal to or lower than the purchase price. All shares tendered at prices higher than the purchase price will be returned to shareholders. All shares purchased by EXFO will be purchased at the same price, even if shareholders have selected a lower price. If the number of shares tendered at or below the purchase price would result in an aggregate purchase price in excess of C$30 million, those shares will be purchased on a pro rata basis.

  The Offer is not conditional upon any minimum number of shares being tendered, but it is subject to certain other conditions. A complete description of the terms and conditions of the Offer will be contained in the Offer to Purchase and Issuer Bid Circular and related documents that will be filed with the applicable securities regulatory authorities in Canada and the United States and mailed to holders of shares on or about November 10, 2008.

  The company has suspended the normal course issuer bid that it had renewed on November 6, 2008, until 20 business days after the expiration of the Offer.

  EXFO has retained TD Securities Inc. to act as Dealer Manager in connection with this Offer.

  This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell EXFO's subordinate voting shares. The solicitation and the offer to buy EXFO's subordinate voting shares will be made only pursuant to the separate Offer to Purchase and Issuer Bid Circular and related documents. At the time the Offer is commenced, EXFO will file the Offer to Purchase, Issuer Bid Circular and related documents with Canadian securities regulatory authorities and a Tender Offer Statement on Schedule TO with the United States Securities and Exchange Commission (the "SEC"). Shareholders should carefully read the Tender Offer Statement, the Offer to Purchase and Issuer Bid Circular, the related letter of transmittal and other related documents when they are available because they contain important information, including the various terms and conditions of the Offer. The Offer to Purchase and Issuer Bid Circular, the related letter of transmittal and certain other documents will be delivered without charge to all holders of EXFO's shares. The Tender Offer Statement (including the Offer to Purchase and Issuer Bid Circular, the related letter of transmittal and all other offer documents filed by EXFO with the SEC) will be available without charge at the SEC's website at www.sec.gov or by calling EXFO's Corporate Secretary at (418) 683-0913, Ext. 3704. Offer documents required to be filed in Canada will also be available without charge at www.sedar.com. Shareholders are urged to read these materials carefully prior to making any decision with respect to the Offer.

  Keywords: EXFO Electro-Optical Engineering Inc.

  This article was prepared by VerticalNews Engineering editors from staff and other reports. Copyright 2008, VerticalNews Engineering via VerticalNews.com.