Headquarters of Astellia

Acquisition of Astellia by Exfo: the public tender offer concluded

  • Exfo, which holds 33.1% of Astellia’s equity, reached an agreement with the French company Astellia over the filing of a voluntary public tender offer for the company’s remaining equity.
  • Astellia’s workers councils unanimously supported the proposed transaction.
  • Irrevocable commitments were received from CM-CIC Capital Privé and CM-CIC Investissement as part of the offer to be submitted by Exfo.

Exfo, network test, monitoring, and analytics specialist, and Astellia, a French provider of network and subscriber intelligence, announced today that they have signed a binding agreement related to Exfo’s proposed public tender offer for Astellia’s shares.

The agreement, which is supported by Astellia’s Board of Directors, follows Exfo’s off-market acquisition of 33.1% of Astellia’s equity and an information and consultation process held with Astellia’s workers councils, who were unanimously in favor of the proposed transaction.

Under the terms of the agreement, Exfo must submit a voluntary cash public tender offer to l’Autorité des marchés financiers. Exfo will offer to pay €10 per share, the same amount that was submitted to Astellia’s founding shareholders and Isatis Capital.

The price of €10 per share represents a premium of 44.7% over Astellia’s closing share price on August 30, 2017, before the off-market acquisition was announced, and of 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.

In accordance with applicable regulations, Astellia’s Board of Directors must submit a reasoned opinion on the desirability of the public offering. It therefore has hired the firm, Associés en Finance, as an independent expert to draft a report on the fairness of the public offering’s financial terms.

As of today, Exfo received irrevocable commitments from CM-CIC Capital Privé and CM-CIC Investissement, subject to obtaining a better offer, representing 3.1% and 5.4% respectively of Astellia’s equity as part of the offering.

The public offering will open in late 2017 or early 2018, subject to the approval of French foreign investment authorities and permission from l’Autorité des marchés financiers.

Founded in 2000, following the merger of Edixia Telecom Technologies and Qositel, Astellia specializes in the analysis of mobile network performance and subscriber experience, enabling mobile operators to efficiency of their infrastructure, quality of services, reduce the risk of loss of customers and develop their income. Astellia’s real-time monitoring and troubleshooting solutions cover all end-to-end networks from radio access to the core network. Through its product and service offerings, Astellia provides solutions for the automated optimization and geolocalisation of networks as well as data analysis “Big Data”. Astellia optimizes each link in the value chain of mobile operators: network operations, customer service, service center and marketing. Astellia collaborates with more than 120 operators in the world. Headquartered in France, Astellia has major operations in Spain and is also based in Canada, Lebanon, Morocco and South Africa.

Since 1985, Exfo has provided solutions for testing, monitoring and analyzing network data to communication service providers, network equipment manufacturers and Web services to provide appropriate technologies at each stage of the network lifecycle .