SC 13D/A 1 eh210176725_13da1-exfo.htm AMENDMENT NO. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

EXFO, Inc.

(Name of Issuer)

Subordinate Voting Shares, no par value

(Title of Class of Securities)

302046 10 7

(CUSIP Number)

Germain Lamonde

400 Godin Avenue

Québec City, Québec

G1M 2K2, Canada

+1 418 683-0211

(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)

August 9, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP No. 302046 10 7

SCHEDULE 13D

Page 2 of 9

1	NAME OF REPORTING PERSON Germain Lamonde
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Quebec, Canada

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

SOLE VOTING POWER

164,561

SHARED VOTING POWER

35,150,913

SOLE DISPOSITIVE POWER

164,561

SHARED DISPOSITIVE POWER

35,150,913 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,315,474
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.5% (2)
14	TYPE OF REPORTING PERSON IN

(1)

Represents 164,561 Subordinate Voting Shares held directly by Mr. Lamonde, 316,247 Subordinate Voting Shares held of record by 9356-8988 Québec Inc., 3,191,666 Subordinate Voting Shares held of record by GLIF (as defined below), 1,900,000 Subordinate Voting Shares that would result if all of the Multiple Voting Shares held of record by 9356-8988 Québec Inc. were converted on a one-for-one basis, and 29,743,000 Subordinate Voting Shares that would result if all of the Multiple Voting Shares held of record by GLIF were converted on a one-for-one basis.

(2)

Based on 57,463,245, the sum of (a) 25,820,245 Subordinate Voting Shares issued and outstanding as of July 15, 2021, as reported in the Company’s Management Proxy Circular which is attached as Exhibit (a)(2)(i) to the Schedule 13E-3 submitted to the Securities and Exchange Commission (the “SEC”) on July 16, 2021 (the “Proxy Circular”) and (b) 31,643,000 Subordinate Voting Shares that would result in the event that all of the Multiple Voting Shares beneficially owned by 9356-8988 Québec Inc. and GLIF were exchanged for Subordinate Voting Shares on a one-for-one basis.

CUSIP No. 302046 10 7

SCHEDULE 13D

Page 3 of 9

1	NAME OF REPORTING PERSON 9356-8988 Québec Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Quebec, Canada

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

SOLE VOTING POWER

None

SHARED VOTING POWER

2,216,247 (3)

SOLE DISPOSITIVE POWER

None

SHARED DISPOSITIVE POWER

2,216,247 (3)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,216,247 (3)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9% (4)
14	TYPE OF REPORTING PERSON CO

(3)

Represents 316,247 Subordinate Voting Shares held of record by 9356-8988 Québec Inc. and 1,900,000 Subordinate Voting Shares that would result if all of the Multiple Voting Shares held of record by 9356-8988 Québec Inc. were converted on a one-for-one basis.

(4)

Based on 57,463,245, the sum of (a) 25,820,245 Subordinate Voting Shares issued and outstanding as of July 15, 2021, as reported in the Company’s Proxy Circular which is attached as Exhibit (a)(2)(i) to the Schedule 13E-3 submitted to the SEC on July 16, 2021 and (b) 31,643,000 Subordinate Voting Shares that would result in the event that all of the Multiple Voting Shares beneficially owned by 9356-8988 Québec Inc. and GLIF were exchanged for Subordinate Voting Shares on a one-for-one basis.

CUSIP No. 302046 10 7

SCHEDULE 13D

Page 4 of 9

1	NAME OF REPORTING PERSON G. Lamonde Investissements Financiers Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Quebec, Canada

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

SOLE VOTING POWER

None

SHARED VOTING POWER

32,934,666 (5)

SOLE DISPOSITIVE POWER

None

SHARED DISPOSITIVE POWER

32,934,666 (5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,934,666 (5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.3% (6)
14	TYPE OF REPORTING PERSON CO

(5)

Represents 3,191,666 Subordinate Voting Shares held of record by GLIF and 29,743,000 Subordinate Voting Shares that would result if all of the Multiple Voting Shares held of record by GLIF were converted on a one-for-one basis.

(6)

CUSIP No. 302046 10 7

SCHEDULE 13D

Page 5 of 9

1	NAME OF REPORTING PERSON Philippe Morin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

SOLE VOTING POWER

716,830

SHARED VOTING POWER

None

SOLE DISPOSITIVE POWER

716,830

SHARED DISPOSITIVE POWER

None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 716,830
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8% (7)
14	TYPE OF REPORTING PERSON IN

(7)

Based on 25,820,245 Subordinate Voting Shares issued and outstanding as of July 15, 2021, as reported in the Company’s Proxy Circular which is attached as Exhibit (a)(2)(i) to the Schedule 13E-3 submitted to the SEC on July 16, 2021.

CUSIP No. 302046 10 7

SCHEDULE 13D

Page 6 of 9

Item 1. Security and Issuer.

This Amendment No. 1 to Schedule 13D (as so amended, the “Statement”) is being filed to amend the Statement as originally filed with the Securities and Exchange Commission on July 22, 2021, and relates to the subordinate voting shares, no par value (the “Subordinate Voting Shares”) of EXFO, Inc., a Canadian corporation (the “Company”), whose principal executive offices are located at 400 Godin Avenue, Québec City, Québec, G1M 2K2, Canada.

Item 2. Identity and Background.

No material change.

Item 3. Source and Amount of Funds or Other Consideration.

No material change.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and restated as follows:

On June 7, 2021, the Company announced that it had entered into an arrangement agreement (“the Arrangement Agreement”) with 11172239 Canada Inc., a Canadian company (the “Purchaser”), and GLIF. The Arrangement Agreement provides for, among other things, the acquisition by the Purchaser, directly or indirectly, of all of the issued and outstanding Subordinate Voting Shares (other than the 3,191,666 Subordinate Voting Shares controlled by GLIF, the 316,247 Subordinate Voting Shares controlled by 9356-8988 Québec, the 164,561 Subordinate Voting Shares controlled directly by Mr. Lamonde and the 716,830 Subordinate Voting Shares controlled directly by Mr. Morin (assuming that an agreement is reached between Mr. Lamonde and Mr. Morin such that Mr. Morin becomes a shareholder of the Purchaser effective upon the closing) (collectively, the “Excluded Shares”)) by way of a plan of arrangement (“Plan of Arrangement”) under Section 192 of the Canada Business Corporations Act. Pursuant to the Arrangement Agreement and the Plan of Arrangement, each holder of Subordinate Voting Shares (other than the Dissenting Shareholders (as defined in the Arrangement Agreement) and the holders of the Excluded Shares) will be entitled to receive from the Purchaser $6.00 in cash for each Subordinate Voting Share held in the share capital of the Company and the Company will become a wholly-owned subsidiary of the Purchaser. The information disclosed in this paragraph is qualified by the Arrangement Agreement, which is filed hereto as Exhibit 99.2, and which is incorporated by reference herein.

The Arrangement Agreement was amended on July 6, 2021 (the “Amending Agreement”), in order to, among other things, (i) make certain technical amendments to the sequencing of the Plan of Arrangement, (ii) extend the deadline to convene and conduct a meeting of shareholders, and (iii) provide for the possibility that Mr. Morin will become a shareholder of the Purchaser effective as of the closing of the transaction if a definitive agreement is reached between Mr. Lamonde and Mr. Morin. On July 12, 2021, the Arrangement Agreement was further amended, by way of a second amending agreement (the “Second Amending Agreement”), in order to align the Arrangement Agreement and the Plan of Arrangement with the terms of the depositary agreement to be entered into between the Company and the depositary. On August 9, 2021, the Arrangement Agreement was further amended, by way of a third amending agreement (the “Third Amending Agreement”), in connection with the increase of the purchase price of the acquisition of all of the issued and outstanding Subordinate Voting Shares from $6.00 to $6.25 per Subordinate Voting Share, except the Excluded Shares. The terms and conditions of the Arrangement Agreement otherwise remain unchanged. The information disclosed in this paragraph is qualified by the Amending Agreement, the Second Amending Agreement and the Third Amending Agreement, which are filed hereto as Exhibit 99.3, Exhibit 99.4 and Exhibit 99.5, which are incorporated by reference herein.

CUSIP No. 302046 10 7

SCHEDULE 13D

Page 7 of 9

A special meeting of the holders of the Company’s shareholders has been called for August 13, 2021 to consider, and, if deemed advisable, to pass a special resolution approving the Plan of Arrangement. Mr. Lamonde, 9356-8988 Québec, GLIF and Mr. Morin have each entered into support and voting agreements with the Company (the “Support and Voting Agreements”) pursuant to which they have agreed, subject to the terms thereof, to vote all of their Subordinate Voting Shares in favor of the special resolution approving the statutory Plan of Arrangement (the “Arrangement Resolution”). 9356-8988 Québec and GLIF have also agreed to vote their Multiple Voting Shares in favor of the Arrangement Resolution. If the Arrangement Resolution is approved by not less than two-thirds of the votes cast by shareholders virtually present or represented by proxy at the shareholders’ meeting, voting as a single class (each shareholder being entitled to one vote per Subordinate Voting Share and the holders of Multiple Voting Shares being entitled to ten votes per multiple voting share), and a simple majority of the votes cast by the holders of Subordinate Voting Shares (other than Subordinate Voting Shares controlled by the Reporting Persons) virtually present or represented by proxy at the shareholders’ meeting, the transaction is expected to close on or about August 24, 2021. The information disclosed in this paragraph is qualified by the Support and Voting Agreements filed hereto as Exhibit 99.6, Exhibit 99.7, Exhibit 99.8 and Exhibit 99.9, which are incorporated by reference herein.

A Canadian chartered bank (the “Lender”) has committed to provide to the Purchaser senior secured syndicated credit facilities in an initial aggregate principal amount of $125,000,000 (the “Senior Facility Commitment Letter”), consisting of (i) a senior secured revolving facility in an initial principal amount of $50,000,000 and (ii) a senior secured term loan in a principal amount of $75,000,000 (collectively, the “Senior Facility”). All advances under the revolving facility shall be used by the Purchaser to finance the general corporate purposes of the Purchaser including, but not limited to, permitted acquisitions, permitted distributions, capital expenditures and investments, but shall not be used to finance the arrangement (the “Arrangement”) pursuant to the Arrangement Agreement and any related fees or expenses. The proceeds of the term loan shall be used exclusively to finance the Arrangement (including to refinance the existing debt of the Company), as well as any related fees and expenses incurred by the Purchaser on the closing date of the Arrangement. The obligation of the Lender to provide the Senior Facility is subject to customary conditions. The information disclosed in this paragraph is qualified by the Senior Facility Commitment Letter, which is filed hereto as Exhibit 99.10, and which is incorporated by reference herein.

In addition to the Senior Facility, a Québec crown corporation (the “Subordinated Lender”) has committed to provide an aggregate principal amount of $72,500,000 of credit facilities to be made available to the Purchaser (the “Subordinated Facility Commitment Letter” and, together with the Senior Facility Commitment Letter, the “Debt Commitment Letters”), consisting of (i) a subordinated facility in a principal amount of $60,000,000 and (ii) a convertible facility in a principal amount of $12,500,000 (collectively, the “Subordinated Facility”). The proceeds of the Subordinated Facility shall be used exclusively to finance the Arrangement, as well as any related fees and expenses incurred by the Purchaser on the closing date of the Arrangement. The obligation of the Subordinated Lender to provide the Subordinated Facility is subject to customary conditions. The information disclosed in this paragraph is qualified by the Subordinated Facility Commitment Letter, a translation of which is filed hereto as Exhibit 99.11, and which is incorporated by reference herein.

Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act.

Item 5. Interest in Securities of the Issuer.

No material change.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.

No material change.

CUSIP No. 302046 10 7

SCHEDULE 13D

Page 8 of 9

Item 7. Materials to be Filed as Exhibits.

Exhibit 99.1:		Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Exchange Act (previously filed).

Exhibit 99.2		Arrangement Agreement, dated June 7, 2021, between EXFO, Inc., 11172239 Canada Inc. and G. Lamonde Investissements Financiers Inc. (incorporated by reference to EXFO, Inc.’s report on Form 6-K submitted to the SEC on June 10, 2021).

Exhibit 99.3		Amending Agreement, dated July 6, 2021, between EXFO, Inc., 11172239 Canada Inc. and G. Lamonde Investissements Financiers Inc. (incorporated by reference to EXFO, Inc.’s report on Form 6-K submitted to the SEC on July 7, 2021).

Exhibit 99.4		Second Amending Agreement, dated July 12, 2021, between EXFO, Inc., 11172239 Canada Inc. and G. Lamonde Investissements Financiers Inc. (incorporated by reference to EXFO, Inc.’s Schedule 13E-3 submitted to the SEC on July 16, 2021).

Exhibit 99.5		Third Amending Agreement, dated August 9, 2021, between EXFO, Inc., 11172239 Canada Inc. and G. Lamonde Investissements Financiers Inc. (incorporated by reference to EXFO, Inc.’s report on Form 6-K submitted to the SEC on August 11, 2021).

Exhibit 99.6		Support and Voting Agreement, dated June 7, 2021, between Germain Lamonde and EXFO, Inc. (incorporated by reference to EXFO, Inc.’s Schedule 13E-3 submitted to the SEC on July 16, 2021).
Exhibit 99.7		Support and Voting Agreement, dated June 7, 2021, between Philippe Morin and EXFO, Inc. (incorporated by reference to EXFO, Inc.’s Schedule 13E-3 submitted to the SEC on July 16, 2021).
Exhibit 99.8		Support and Voting Agreement, dated June 7, 2021, between 9356-8988 Québec Inc. and EXFO, Inc. (incorporated by reference to EXFO, Inc.’s Schedule 13E-3 submitted to the SEC on July 16, 2021).

Exhibit 99.9		Support and Voting Agreement, dated June 7, 2021, between G. Lamonde Investissements Financiers Inc. and EXFO, Inc. (incorporated by reference to EXFO, Inc.’s Schedule 13E-3 submitted to the SEC on July 16, 2021).

Exhibit 99.10		Commitment Letter, dated June 4, 2021, by and between National Bank of Canada and 11172239 Canada Inc. (incorporated by reference to EXFO, Inc.’s Schedule 13E-3 submitted to the SEC on July 16, 2021).
Exhibit 99.11		Translation of the Commitment Letter, dated June 4, 2021, by and between Investissement Québec and 11172239 Canada Inc. (incorporated by reference to EXFO, Inc.’s Schedule 13E-3 submitted to the SEC on July 16, 2021).
Exhibit 99.12		Trust Agreement, dated July 6, 2000, between Germain Lamonde, GEXFO Investissements Technologiques Inc., G. Lamonde Investisssements Financiers Inc., Fiducie Germain Lamonde, EXFO Electro-Optical Engineering Inc., and CIBC Mellon Trust Company (incorporated by reference to EXFO, Inc.’s Schedule 13E-3 submitted to the SEC on July 16, 2021).

CUSIP No. 302046 10 7

SCHEDULE 13D

Page 9 of 9

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 11, 2021.

G. LAMONDE INVESTISSEMENTS FINANCIERS INC.

By:	/s/ Germain Lamonde
	Name:	Germain Lamonde
	Title:	President


9356-8988 QUÉBEC INC.

By:	/s/ Germain Lamonde
	Name:	Germain Lamonde
	Title:	President


By:	/s/ Germain Lamonde
	Name:	Germain Lamonde


By:	/s/ Philippe Morin
	Name:	Philippe Morin

SEC Form SC 13D/A filed by EXFO Inc (Amendment)