Joint Announcement: Extension of Long Stop Date
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
9 September 2025
RECOMMENDED CASH ACQUISITION
of
Spirent Communications plc
by
Keysight Technologies, Inc.
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to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
|
UPDATE ON REGULATORY CONDITIONS AND EXTENSION OF LONG STOP DATE
Background
On 28 March 2024, the boards of directors of Keysight Technologies, Inc. (NYSE: KEYS) ("Keysight") and Spirent Communications plc (London Stock Exchange Symbol: SPT) ("Spirent") announced that they had reached agreement on the terms and conditions of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Spirent by Keysight (the "Acquisition"). The Acquisition is to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The scheme document in relation to the Scheme was published on 25 April 2024 (the "Scheme Document").
As announced by Spirent on 22 May 2024, the Scheme was approved by the requisite majority of Scheme Shareholders at the Court Meeting held on 22 May 2024 and the Special Resolution relating to the implementation of the Scheme was approved by the requisite majority of Spirent Shareholders at the General Meeting also held on 22 May 2024.
Update on Regulatory Conditions and Extension of Long Stop Date
As announced previously by Keysight, clearance from the State Administration for Market Regulation of the People's Republic of China ("SAMR") is the final outstanding regulatory clearance in relation to the Acquisition. With support and assistance from Spirent, Keysight remains committed to working quickly and constructively with SAMR to obtain clearance for the Acquisition at the earliest opportunity. Keysight believes that SAMR's review of the Acquisition is in its final stages and that SAMR will give notice to the parties of its decision to conditionally clear the Acquisition shortly ("SAMR Clearance").
Spirent has secured a Court hearing date of 16 September 2025 (the "September Court Hearing") which is intended to be used for the Scheme Court Hearing to sanction the Scheme. If the parties receive SAMR Clearance by 15 September 2025, the September Court Hearing shall be used for the Scheme Court Hearing.
Long Stop Date Extension
As a contingency and due to Keysight's continued engagement with SAMR, Keysight and Spirent have agreed, with the consent of the Panel and subject to the approval of the Court, to extend the Long Stop Date for the Scheme to become unconditional and effective from 29 September 2025 to 27 October 2025 (the "Long Stop Date Extension"). If SAMR Clearance is not received by 15 September 2025, the September Court Hearing shall instead be a hearing for the Court to consider the application to the Court in respect of the Long Stop Date Extension.
Keysight and Spirent have entered into a deed of extension dated 9 September 2025 to formally document the Long Stop Date Extension (the "Deed of Extension"). A copy of the Deed of Extension will be made available on Spirent's and Keysight's websites at https://corporate.spirent.com and http://investor.keysight.com/investor-resources/proposed-acquisition-of-spirent.
Next steps
The parties will make a further announcement on or before 15 September 2025 confirming the purpose of the September Court Hearing.
Further details of the September Court Hearing will be available on the Business and Property Courts Rolls Building Cause List at www.justice.gov.uk on the day before the hearing.
Completion of the Acquisition remains subject to the satisfaction or (if capable of waiver) waiver of the remaining conditions to the Acquisition set out in Part III of the Scheme Document (the "Conditions") including the Condition relating to sanction of the Scheme by the Court. The parties continue to keep the timetable under close review and will provide any updates as required.
Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.
Enquiries:
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Keysight Technologies, Inc. |
Tel: +1 (707) 577-6915 |
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Jeffrey K. Li, Senior Vice President, General Counsel & Secretary |
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Centerview (Joint Lead Financial Adviser to Keysight) |
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London: Hadleigh Beals, Alex Gill, Ben Hodgson |
Tel: +44 (0)20 7409 9700 |
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Menlo Park: Steve Miller, Jack MacDonald, Marc Murray |
Tel: +1 (650) 822 5800 |
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Evercore (Joint Lead Financial Adviser to Keysight) |
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London: Julian Oakley, Tariq Ennaji, Alex Bennett |
Tel: +44 (0)20 7653 6000 |
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New York: Tom Stokes, Kunal Chakrabati, Riva Margolis |
Tel: +1 (212) 857 3100 |
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Teneo (Public Relations Adviser to Keysight) |
Tel: +44 (0)20 7260 2700 |
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Martin Robinson |
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Olivia Lucas |
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Spirent Communications plc |
Tel: +44 (0)12 9376 7676 |
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Eric Updyke, Chief Executive Officer |
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Paula Bell, Chief Financial & Operations Officer |
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Angus Iveson, Company Secretary & General Counsel |
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UBS (Joint Lead Financial Adviser and Corporate Broker to Spirent) |
Tel: +44 (0)20 7567 8000 |
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Craig Calvert |
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Sandip Dhillon |
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Josh Chauhan |
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Rothschild & Co (Joint Lead Financial Adviser to Spirent) |
Tel: +44 (0)20 7280 5000 |
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Aadeesh Aggarwal |
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Albrecht Stewen |
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Mitul Manji |
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Jefferies (Financial Adviser and Corporate Broker to Spirent) |
Tel: +44 (0)20 7029 8000 |
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Philip Yates |
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Phil Berkowitz |
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Ed Matthews |
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DGA Group (Public Relations Adviser to Spirent) |
Tel: +44 (0) 20 7038 7419 |
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James Melville-Ross |
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Humza Vanderman |
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Linklaters LLP is acting as legal adviser to Spirent in connection with the Acquisition.
Freshfields LLP is acting as legal adviser and Wilmer, Cutler, Pickering, Hale and Dorr LLP is acting as regulatory advisor to Keysight in connection with the Acquisition.
Important Notices
Centerview Partners UK LLP ("Centerview"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Keysight and no one else in connection with the Acquisition and will not be responsible to anyone other than Keysight for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement. Neither Centerview nor any of its affiliates, nor any of Centerview's and such affiliates' respective members, directors, officers, controlling persons or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Centerview in connection with this announcement, any statement contained herein, the Acquisition or otherwise.
Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Keysight and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Keysight for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000 and successor legislation, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Keysight or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained herein.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to Spirent and no one else in connection with the Acquisition and will not be responsible to anyone other than Spirent for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained in this announcement, the acquisition of Spirent or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this announcement.
UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the UK. UBS is acting exclusively as corporate broker and financial adviser to Spirent and no one else in connection with the Acquisition. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this announcement or any other matter referred to herein.
Jefferies International Limited ("Jefferies") is authorised and regulated in the UK by the Financial Conduct Authority. Jefferies is acting exclusively as financial adviser and corporate broker to Spirent and no one else in connection with the Acquisition and will not be responsible to anyone other than Spirent for providing the protections afforded to clients of Jefferies nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained in this announcement, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Jefferies as to the contents of this announcement.
BNP Paribas is authorised and regulated by the European Central Bank and the Autorité de Contrôle Prudentiel et de Résolution. BNP Paribas is authorised by the Prudential Regulation Authority and is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of our regulation by the Prudential Regulation Authority are available from us on request. BNP Paribas has its registered office at 16 Boulevard des Italiens, 75009 Paris, France and is registered with the Companies Registry of Paris under number 662 042 449 RCS and has ADEME identification number FR200182_03KLJ. BNP Paribas London Branch is registered in the UK under number FC13447 and UK establishment number BR000170, and its UK establishment office address is 10 Harewood Avenue, London NW1 6AA. BNP Paribas is acting as financial adviser exclusively for Keysight and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Keysight for providing the protections afforded to clients of BNP Paribas or for providing advice in relation to the matters described in this announcement or any transaction or arrangement referred to herein.
Citigroup, which is a registered broker-dealer regulated by the SEC, is acting exclusively for Keysight and for no one else in connection with the Acquisition and other matters described in this announcement, and will not be responsible to anyone other than Keysight for providing the protections afforded to clients of Citigroup nor for providing advice in connection with the Acquisition or any other matters referred to in this announcement. Neither Citigroup nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Citigroup in connection with this announcement, any statement contained herein, the Acquisition or otherwise.
In accordance with normal UK practice, Keysight or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Spirent, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, Citigroup will continue to act as exempt principal trader in Spirent Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer to sell, or an invitation to purchase, any securities or the solicitation of an offer to buy any securities, or of any vote or any approval in any jurisdiction, pursuant to the Acquisition or otherwise.
The Acquisition shall be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document to be published by Keysight) which, together with the Forms of Proxy (or forms of acceptance), shall contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision or vote in respect of, or acceptance of, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document).
This announcement is not an advertisement and does not constitute a prospectus or prospectus equivalent document.
This announcement has been prepared for the purpose of complying with English law and the Takeover Code. The information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions other than England and Wales.
Overseas Shareholders
The release, publication, or distribution of this announcement in or into certain jurisdictions other than the UK may be restricted by law. Persons who are not resident in the UK or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
Unless otherwise determined by Keysight or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into, or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed, or sent in, into, or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees, and trustees) must not mail or otherwise distribute or send them in, into, or from such jurisdictions where to do so would violate the laws in that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
The availability of the Acquisition to Spirent Shareholders who are not resident in the UK may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the UK should inform themselves of, and observe, any applicable requirements.
The Acquisition shall be subject to the applicable requirements of English law, the Takeover Code, the Panel, the London Stock Exchange, and the Financial Conduct Authority.
Additional Information for US Investors
The Acquisition relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure and procedural requirements applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer and proxy solicitation rules.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the US.
However, if Keysight were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would in addition need to be made in compliance with any applicable US laws and regulations, including any applicable exemptions under the US Exchange Act. Such a takeover would be made in the US by Keysight and no one else.
In the event that the Acquisition is implemented by way of a Takeover Offer, in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Keysight or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Spirent outside the US, other than pursuant to such Takeover Offer, during the period in which such Takeover Offer would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.
In accordance with normal UK practice, Keysight or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Spirent, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
The receipt of consideration by a US shareholder or holder of Spirent ADRs pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes. Each Spirent Shareholder and Spirent ADR Holder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable US state and local, as well as overseas and other, tax laws.
Financial information relating to Spirent included in this announcement and the Scheme Document (or, if applicable, the Offer Document) has been or shall have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.
Spirent is organised under the laws of England and Wales. Some or all of the officers and directors of Spirent are residents of countries other than the US. In addition, most of the assets of Spirent are located outside the US. As a result, it may be difficult for US shareholders of Spirent and Spirent ADR Holders to effect service of process within the US upon Spirent or its officers or directors or to enforce against it a judgment of a US court predicated upon the federal or state securities laws of the US.
Forward-looking Statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Spirent, any member of the Spirent Group, Keysight, or any member of the Keysight Group, contain statements which are, or may be deemed to be, "forward-looking statements" as defined in the US Exchange Act and are subject to the safe harbours created therein. Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Spirent, any member of the Spirent Group, Keysight, any member of the Keysight Group, or any member of the Combined Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.
The forward-looking statements contained in this announcement may relate to Spirent, any member of the Spirent Group, Keysight, any member of the Keysight Group, or any member of the Combined Group's future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost saving", "projects" "intends", "assumes", "may", "will", "shall" or "should" or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Spirent, any member of the Spirent Group, Keysight, any member of the Keysight Group, or any member of the Combined Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Spirent, any member of the Spirent Group, Keysight, any member of the Keysight Group, or any member of the Combined Group's business.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialise or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should, therefore, be construed in light of such factors.
None of Spirent, any member of the Spirent Group, Keysight, nor any member of the Keysight Group, nor any member of the Combined Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement shall actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements.
Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties, and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Combined Group, there may be additional changes to the Combined Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.
The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to Spirent, any member of the Spirent Group, Keysight, or any member of the Keysight Group, or any member of the Combined Group, or any of their respective associates, directors, officers, employees, or advisers, are expressly qualified in their entirety by the cautionary statement above.
Spirent, any member of the Spirent Group, Keysight, any member of the Keysight Group and any member of the Combined Group expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events, or otherwise.
No Profit Forecasts or Estimates
No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Keysight or Spirent, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Keysight or Spirent, as appropriate.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, then they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made, can be found in the Disclosure Table on the Panel's website at http://www.thetakeoverpanel.org.uk/, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, then you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Electronic Communications
Please be aware that addresses, electronic addresses, and certain information provided by Spirent Shareholders, persons with information rights, and other relevant persons for the receipt of communications from Spirent may be provided to Keysight during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Publication on Website and Availability of Hard Copies
A copy of this announcement shall be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Spirent's and Keysight's websites at https://corporate.spirent.com and http://investor.keysight.com/investor-resources/proposed-acquisition-of-spirent by no later than 12 noon (London time) on the business day following the date of this announcement.
For the avoidance of doubt, the contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement. Spirent Shareholders may request a hard copy of this announcement by contacting Equiniti Limited by: (i) submitting a request in writing to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, UK; or (ii) contacting Equiniti between 8:30 a.m. and 5:30 p.m. (UK time), Monday to Friday (excluding English and Welsh public holidays), on +44 (0) 333 207 6530 (calls from outside the UK will be charged at the applicable international rate and you should use the country code when calling from outside the UK) -- calls may be recorded and monitored for training and security purposes. You must provide your full name and the full address to which the hard copy may be sent. Shareholders may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or accountant, or from an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended).
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
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