EXFO ELECTRO OPTICAL ENGINEERING INC
6-K, EX-99, 2000-12-22
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
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EXFO COMPLETES ACQUISITION OF BURLEIGH INSTRUMENTS


QUEBEC CITY, CANADA, December 20, 2000--EXFO Electro-Optical Engineering Inc.
(NASDAQ: EXFO, TSE: EXF) announced today that it has completed its acquisition
of Burleigh Instruments, Inc. Burleigh, a privately held company in upstate New
York, is a leading supplier of DWDM wavelength measurement instruments and
precision positioning equipment.

This acquisition enables EXFO to accelerate growth in its Industrial and
Scientific Division, which primarily focuses on the needs of manufacturers in
the rapidly growing optical component and DWDM transmission system markets.

These markets are poised for significant growth in upcoming years. Ryan, Hankin
and Kent, a leading telecom research firm, forecasts that the global optical
component market will grow from US$6.6 billion in 1999 to US$23.0 billion in
2003. Kessler Marketing Intelligence, a leading fiber-optic market research
company, estimates that the global DWDM transmission system market will increase
from US$8.9 billion in 2000 to US$54 billion in 2005.

"This acquisition demonstrates EXFO's on-going efforts to integrate key enabling
technologies that support the deployment of optical components and networks,"
said Germain Lamonde, Chairman, CEO and President of EXFO. "Burleigh's
wavelength measurement instruments and precision positioning equipment are
complementary add-ons with zero overlap to our broad line of industrial and
scientific products and they represent best-in-class products in their
respective categories.

"We plan to leverage Burleigh's technologies through our global sales channels
to provide our customers with a one-stop shop for automated fiber-optic testing
and optical component alignment in the manufacturing process."

Burleigh will operate as a subsidiary of EXFO at its current facility in
Fishers, New York. David Farrell, Burleigh's President, will continue to serve
in the same capacity.

Under the terms of the previously announced agreement, EXFO has acquired
Burleigh by issuing approximately 6.5 million subordinate voting shares and
paying approximately US$40 million in cash including acquisition costs. The
closing price of EXFO's stock on December 19, 2000 was US$22.625 per share,
giving the transaction an approximate value of US$187 million.

The deal is expected to be neutral in fiscal 2001 on a cash earnings per share
basis, taking into account eight months of Burleigh's operations. In fiscal
2002, it is expected to be accretive on a cash earnings per share basis. Cash
earnings do not include amortization of goodwill.

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ABOUT EXFO

EXFO, which derives its name from EXPERTISE IN FIBER OPTICS, is a leading
designer, manufacturer and marketer of fiber-optic test, measurement and
monitoring instruments for the telecommunications industry.

EXFO develops products mainly for two markets. Its Portable and Monitoring
Division provides solutions primarily to telecommunications carriers, cable
television companies, public utilities, private network operators as well as
third-party installers and equipment rental companies. Its Industrial and
Scientific Division designs an extensive line of high-performance instruments
and automated test systems for manufacturers of optical components, value-added
optical modules and optical networking systems as well as for research and
development markets.

ABOUT BURLEIGH

Burleigh is a leading supplier of DWDM wavelength measurement instrumentation
and precision positioning equipment. For almost three decades, Burleigh has
advanced the science of interferometric measurement techniques and developed a
deep understanding of precision positioning technology. As a result, Burleigh's
WavemeterTM products offer the highest wavelength measurement accuracy in the
industry, while its InchwormTM motor-based precision positioning line enables
unmatched position control.

This news release may contain statements that constitute forward-looking
statements within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995. Forward-looking statements are statements other than historical
information or statements of current condition. These statements may appear in a
number of places in this news release and include statements concerning our
intent, belief, or current expectations regarding future events. Forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties, and actual results may differ materially from those in the
forward-looking statements as a result of various factors which are beyond the
control of EXFO, including retention of qualified personnel, revenue synergies,
demand for testing and measurement instruments and precision positioning
instruments. Although we believe that the expectations reflected in the
forward-looking statements are reasonable based on information currently
available to us, 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. In any event, these statements speak only as of the
date of this news release. We undertake no obligation to revise or update any of
them to reflect events or circumstances after the date of this news release, or
to reflect new information or the occurrence of unanticipated events. Readers
are referred to our Registration Statement on Form F-1 and our other filings
with the U.S. Securities and Exchange Commission and the Canadian securities
commissions for a discussion of the other factors that may affect our future
performance and other important risk factors concerning us and our operations.

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FOR MORE INFORMATION:

Mike Lamanna                                           Maryse Imbeault
Manager, Investor Relations                            Director, Communications
(418) 683-0211                                         (418) 683-0211

[email protected]                               [email protected]



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