UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
Under
the Securities Exchange Act of 1934
For the
month of April 2008
EXFO
Electro-Optical Engineering Inc.
(Translation
of registrant’s name into English)
400
Godin Avenue, Quebec, Quebec, Canada G1M 2K2
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
|
Form
20-F þ
|
Form
40-F o
|
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
|
Yes
o
|
No
þ
|
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-______.
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On April
2, 2008, EXFO Electro-Optical Engineering Inc., a Canadian corporation,
announced that it has signed an agreement to acquire all the shares of Brix
Networks, a global provider of open and extensible converged service assurance
solutions. This report on Form 6-K sets forth the press release issued on April
2, 2008 relating to EXFO’s announcement and certain information relating to the
proposed transaction being filed in Canada.
This
press release contain material information relating to EXFO and is hereby
incorporated as a document by reference to Form F-3 (Registration Statement
under the Securities Act of 1933) declared effective as of July 30, 2001 and to
Form F-3 (Registration Statement under the Securities Act of 1933) declared
effective as of March 11, 2002 and to amend certain material
information as set forth in these two Form F-3 documents.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
EXFO
ELECTRO-OPTICAL ENGINEERING INC.
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|
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By:
/s/ Benoit
Ringuette
Name:
Benoit Ringuette
Title:
General Counsel and Corporate Secretary
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|
Date:
April 10, 2008
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6
EXFO
to Acquire Brix Networks in All-Cash Deal
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§
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Consideration
to be paid of US$28.5 million plus earn-out
provision
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§
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Expanding
into emerging service assurance
market
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§
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Complements
EXFO’s protocol strategy for testing converged IP
networks
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QUEBEC
CITY, CANADA, April 2, 2008 – EXFO Electro-Optical Engineering Inc. (NASDAQ:
EXFO; TSX: EXF) announced today that it has signed an agreement to acquire all
the shares of Brix Networks, a global provider of open and extensible converged
service assurance solutions.
Consideration
to be paid consists of US$28.5 million in cash and an additional earn-out based
upon the achievement of bookings levels exceeding US$16 million in the 12 months
following the closing date of the transaction. Total purchase price could reach
US$37.5 million, including a maximum earn-out and other acquisition-related
costs. The deal is expected to be negative to earnings for the remainder of
fiscal 2008, neutral in fiscal 2009 and accretive in 2010, excluding stock-based
compensation costs and after-tax amortization of intangible assets. The company
will be renamed EXFO Service Assurance Inc.
Brix
Networks, a privately held company headquartered near Boston, Mass., brings to
EXFO deep expertise in IP service assurance technology that was developed
through substantial R&D investments in the last nine years. The company’s
distributed, probe-based solutions proactively monitor next-generation,
converged IP networks to assure that voice, video and data services are
delivered with the quality of service (QoS) and quality of experience (QoE)
demanded by users.
Brix
Networks offers comprehensive VoIP and IPTV testing, 24 hours per day,
seven days per week, across the three most vital areas that impact the
success of a real-time service: signaling quality (signaling path performance),
delivery quality (media transport performance) and content quality (overall
quality of experience).
Brix
Networks’ solutions are used by telecom companies, mobile service providers
and cable TV operators to guarantee the successful launch and profitable,
ongoing operation of their VoIP, IPTV and managed services, while large
enterprises deploy its offerings to achieve successful rollouts and widespread
organizational acceptance of their new, real-time IP applications.
Frost
& Sullivan, a global growth consulting company, estimates that the VoIP
test and monitoring market will grow from $379 million in 2006 to $1.9 billion
in 2013 for a compound annual growth rate (CAGR) of 25.7% during that period. It
also forecasts that the IPTV test and monitoring market will grow from $74
million in 2006 to $725 million in 2013 for a CAGR of 38.5%. Brix’s addressable
market is currently estimated at $150 million.
“The
automated, real-time service assurance solutions provided by Brix Networks are
increasingly becoming mission-critical for network service providers (NSPs),
given the non-deterministic nature of IP networking and because the growing
number of consumers adopting IP services is too widespread for NSPs to rely on
expensive truck rolls to handle such tests,” said Germain Lamonde, EXFO’s
Chairman, President and CEO. “This strategic acquisition represents another step
in EXFO’s long-term growth strategy, enabling us to expand share of wallet with
NSPs through Brix Networks’ deep technological advantage, global customer
relationships and strong market presence in the fast-growing service assurance
market. We believe that network monitoring is the next logical step in our
strategic plan, given the 64% CAGR in the last two years of our protocol test
business, which focuses on next-generation IP networking. The combination of
Brix Networks, recently-acquired Navtel Communications and EXFO will create a
new force in the test and monitoring marketplace with full technology lifecycle
coverage for NSPs.”
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6
Brix
Networks posted sales of US$15.2 million, a gross margin above 70% and a GAAP
net loss of US$6.8 million in calendar 2007. EXFO plans to retain Brix Networks’
management and technology teams totaling about 85 employees, while some
administrative and operational activities will be consolidated. Revenue from
Brix Networks will be recognized as part of EXFO’s protocol test activity, under
its Telecom Division, once the transaction closes, which is expected later this
quarter.
The
acquisition has been approved by the board of directors of both companies, but
is subject to customary closing conditions.
“We are
delighted to join forces with a market leader like EXFO in the telecom test and
measurement industry,” said Tom Pincince, President and CEO of Brix Networks.
“Given our unique value proposition in the IP service assurance industry and
EXFO’s leadership on the test and measurement side with NSPs, the combined
entity should be a significant player in the test, measurement and service
assurance industry.”
Conference
Call
EXFO will
host a conference call today at 5:00 p.m. (Eastern time) to discuss the details
of the Brix Networks acquisition. To listen to the conference call and
participate in the question period via telephone, dial (416) 620-2013. An audio
replay of the conference call will be available one hour after the end of the
event until midnight on April 9, 2008. The replay number is (402)
977-9141and the reservation number is 21380215. The live audio Webcast and
replay of the conference call will also be available at www.EXFO.com/investors.
About
Brix Networks
Brix
Networks is a global provider of open and extensible converged service assurance
solutions that allow the world's largest service providers and enterprises to
offer reliable and high-quality experiences in voice, video, data, and mobile
services to their customers, partners, and employees. The Chelmsford, Mass.,
U.S.A.-based company brings a proven heritage of IP expertise unique to the
service assurance marketplace, and collaborates closely with its customers and
partners to assure the delivery of any IP-based service, over any network, to
any endpoint.
About
EXFO
EXFO is
the second-largest provider of portable test and measurement solutions in the
global telecommunications industry. The Telecom Division, which represents about
85% of the company's business, offers a full suite of test solutions and
monitoring systems to network service providers, cable TV operators, telecom
system vendors and component manufacturers in approximately 70 countries. EXFO
is the global market leader for portable optical test solutions with an
estimated 25.5% market share and a leading supplier of protocol and access test
solutions to enable triple-play deployments and converged IP networking. Its
Windows-based modular AXS-200, FTB-200, FTB-400 and IQS-600 test platforms host
a wide range of modular test solutions across optical, physical, data and
network layers, while maximizing technology reuse across several market
segments. The Life Sciences and Industrial Division offers value-added
light-based solutions in high-precision medical device and opto-electronics
assembly sectors, and advanced fluorescence microscopy and electrophysiology
solutions for the life sciences sector. For more information about EXFO’s
Telecom Division, visit www.EXFO.com, and for its
Life Sciences and Industrial Division, visit www.EXFO-LSI.com.
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Forward-Looking
Statements
This news
release contains forward-looking statements within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995, and we intend that such
forward-looking statements be subject to the safe harbors created thereby.
Forward-looking statements are statements other than historical information or
statements of current condition. Words such as may, will, expect, believe,
anticipate, intend, could, estimate, continue, or the negative or comparable
terminology are intended to identify forward-looking statements. In addition,
any statements that refer to expectations, projections or other
characterizations of future events and circumstances are considered
forward-looking statements. They are not guarantees of future performance and
involve risks and uncertainties. Actual results may differ materially from those
in forward-looking statements due to various factors including consolidation in
the global telecommunications test, measurement and monitoring industry; capital
spending levels in the telecommunications, life sciences and high-precision
assembly sectors; concentration of sales; fluctuating exchange rates and our
ability to execute in these uncertain conditions; the effects of the additional
actions we have taken in response to such economic uncertainty (including our
ability to quickly adapt cost structures with anticipated levels of business,
ability to manage inventory levels with market demand); market acceptance of our
new products and other upcoming products; limited visibility with regards to
customer orders and the timing of such orders; our ability to successfully
integrate our acquired and to-be-acquired businesses; our ability to
successfully expand international operations; the retention of key technical and
management personnel; and future economic, competitive and market conditions,
including any slowdown or recession in the global economy. Assumptions relating
to the foregoing involve judgments and risks, all of which are difficult or
impossible to predict and many of which are beyond our control. Other risk
factors that may affect our future performance and operations are detailed in
our Annual Report, on Form 20-F, and our other filings with the U.S. Securities
and Exchange Commission and the Canadian securities commissions. We believe that
the expectations reflected in the forward-looking statements are reasonable
based on information currently available to us, but we cannot assure you that
the expectations will prove to have been correct. Accordingly, you should not
place undue reliance on these forward-looking statements. These statements speak
only as of the date of this document. Unless required by law or applicable
regulations, we undertake no obligation to revise or update any of them to
reflect events or circumstances that occur after the date of this
document.
For
more information
Vance
Oliver
Manager,
Investor Relations
(418)
683-0913, Ext. 3733
vance.oliver@EXFO.com
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