EXFO to Acquire Burleigh Instruments

In the latest consolidation move of the fast-growing fibre-optics industry, EXFO Electro-Optical Engineering Inc. (EXFO), a Vanier, Quebec-based maker of fiber optic testing equipment, announced on November 6, 2000, that it has entered into a definitive agreement to acquire privately-held Burleigh Instruments Inc. (Burleigh) for US$235 million in EXFO subordinate voting shares and US$40 million in cash. The cash and stock agreement, which is subject to regulatory approvals, is structured as a reverse triangular merger and is expected to close by mid-December, 2000.

Burleigh, based in Fishers, New York, is a leading supplier of DWDM Wavelength Measurement Instruments and Positioning Equipment. The acquisition represents a move to further EXFO’s strategy to consolidate the optical test equipment industry and double its manufacturing capacity in the next 18 months. The deal is EXFO’s fourth and largest acquisition, but its first since going public at the end of June.

Fasken Martineau DuMoulin LLP acted as Canadian counsel to EXFO, and has represented the company since its initial public offering earlier this year. The Faskens’ team includes Robert Paré, Peter Villani and Frédéric Boucher with assistance on tax matters from Claude Auger. US counsel to EXFO is Paul, Weiss, Rifkind, Wharton & Garrison, with a team comprised of Edwin S. Maynard and Heather McMaster (corporate), and David R. Sicular and Joseph B. Mann (tax). Counsel to Burleigh and the selling shareholders are Michael R. McEvoy and Craig S. Wittlan of Harter, Secrest & Emery LLP of Rochester, New York.