Update on Regulatory Clearances
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
2 December 2024
Recommended Cash Acquisition
of
SPIRENT COMMUNICATIONS PLC ("SPIRENT")
by
KEYSIGHT TECHNOLOGIES, INC. ("KEYSIGHT")
Update on Regulatory Clearances
On 28 March 2024, the boards of Spirent Communications PLC (London Stock Exchange Symbol: SPT) ("Spirent") and Keysight Technologies, Inc. (NYSE: KEYS) ("Keysight") announced that they had reached an agreement on the terms and conditions of a recommended all-cash acquisition of the entire issued and to be issued ordinary share capital of Spirent (the "Acquisition"), to be effected through a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. On 22 May 2024, the relevant resolutions proposed at the Court Meeting and General Meeting of Spirent Shareholders relating to the Acquisition were duly passed. Capitalised terms in this announcement, unless otherwise defined, have the same meanings given to them in the scheme circular in relation to the Acquisition published on 25 April 2024 (the "Scheme Document").
Proposed divestment
In connection with satisfying the regulatory conditions set out in the Scheme document, Keysight is proposing to divest Spirent's high-speed ethernet and network security business lines (the "Divestment Business"). With support and assistance from Spirent, Keysight has commenced a competitive auction process with a view to completing a sale of the Divestment Business simultaneously with the Acquisition becoming effective.
SAMR review
Consistent with Keysight's approach to proactively addressing regulatory processes, Keysight has been engaging with the State Administration for Market Regulation of the People's Republic of China (the "PRC") ("SAMR"). Keysight and Spirent are committed to continued engagement with SAMR to obtain clearance for the Acquisition under the Anti-Monopoly Law of the PRC, and accordingly filed the Acquisition for clearance by SAMR on 25 November 2024.
FDI approvals
Keysight confirms that the French Ministry for the Economy, Finance, and Industry has granted a conditional authorization of the Acquisition. In addition, Keysight confirms that the Acquisition has been approved by the German Federal Ministry for Economic Affairs and Climate Action and by the UK's Chancellor of the Duchy of Lancaster under the National Security and Investment Act 2021. Accordingly, Conditions 3.4, 3.5 and 3.6 set out in Part A of Part III of the Scheme Document have been satisfied.
Timing of the Acquisition
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.
With support and assistance from Spirent, Keysight remains committed to working quickly to satisfy the Conditions to the Acquisition, and Keysight continues to expect the Scheme to become effective during the first half of Keysight's current fiscal year (period ending 30 April 2025). The precise timing for closing of the Acquisition remains subject to the pending regulatory clearances. The parties continue to keep the timetable under close review and will provide any updates as required.
About Keysight Technologies
At Keysight (NYSE: KEYS), we inspire and empower innovators to bring world-changing technologies to life. As an S&P 500 company, we're delivering market-leading design, emulation, and test solutions to help engineers develop and deploy faster, with less risk, throughout the entire product lifecycle. We're a global innovation partner enabling customers in communications, industrial automation, aerospace and defense, automotive, semiconductor, and general electronics markets to accelerate innovation to connect and secure the world. Learn more at Keysight Newsroom and www.keysight.com.
About Spirent Communications PLC
Spirent Communications PLC (LSE: SPT) is the leading global provider of automated test and assurance solutions for networks, cybersecurity, and positioning. The Company provides innovative products, services and managed solutions that address the test, assurance and automation challenges of a new generation of technologies, including 5G, SD-WAN, Cloud, autonomous vehicles and beyond. From the lab to the real world, Spirent helps companies deliver on their promise to their customers of a new generation of connected devices and technologies. Further information about Spirent Communications plc can be found at https://corporate.spirent.com/.
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Investor contact: Keysight Technologies, Inc. |
Tel: +1 (707) 577-6915 |
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investor.relations@keysight.com |
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Media contact: Teneo (Public Relations Adviser to Keysight) |
Tel: +44 (0)20 7260 2700 Tel: +1 (212) 886 1600 |
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Martin Robinson Olivia Peters Olivia Lucas |
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Important Notices
This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 Code, any person who is, or becomes, interested in 1% 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(s), 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 pm (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, 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 Takeover 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on Website
A copy of this announcement will be made available on Spirent's and Keysight's websites https://corporate.spirent.com/ and https://investor.keysight.com/investor-resources/proposed-acquisition-of-spirent/ respectively 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 those websites are not incorporated and do not form part of this announcement.
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