Update re: Acquisition of Spirent
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
3 March 2025
Recommended Cash Acquisition of
SPIRENT COMMUNICATIONS PLC ("SPIRENT")
by
KEYSIGHT TECHNOLOGIES, INC. ("KEYSIGHT")
Update re: Acquisition of Spirent
Further to the announcement of 2 December 2024, Keysight Technologies, Inc. (NYSE: KEYS) ("Keysight") today announces that it has entered into an agreement with VIAVI Solutions, Inc. ("VIAVI") (NASDAQ: VIAV) for the sale of Spirent's high-speed ethernet and network security business lines (the "Divestment Business") to VIAVI.
The sale of the Divestment Business is subject to customary conditions, including regulatory approvals and completion of Keysight's acquisition of Spirent (the "Acquisition"). Keysight currently expects the sale of the Divestment Business to complete shortly after the Acquisition becoming effective.
Keysight continues to believe that the Acquisition represents a highly compelling combination for both Keysight and Spirent stakeholders.
Consistent with Keysight's approach to proactively address regulatory processes, Keysight remains committed to working quickly and constructively with the relevant regulatory authorities to satisfy the Conditions to the Acquisition. Keysight continues to actively work towards the Scheme becoming effective during the first half of Keysight's current fiscal year (period ending 30 April 2025). The parties continue to keep the timetable under close review and will provide any updates as required.
Keysight notes that, on 7 October 2024, Keysight and Spirent entered into an amendment to a non-disclosure agreement between the parties and a clean team agreement between the parties, dated 9 March 2024 and 10 March 2024 respectively (the "Amendment Letter"). A copy of the Amendment Letter will be made available on Spirent and Keysight websites at https://corporate.spirent.com/ and https://investor.keysight.com/investor-resources/proposed- acquisition-of-spirent/.
Capitalised terms in this announcement, unless otherwise defined, have the same meanings given to them in the Update on Regulatory Clearances announcement in relation to the Acquisition published on 2 December 2024.
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.
Investor Contact:
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Keysight Technologies, Inc. |
Tel: +1 (707) 577-6916 |
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Teneo (Public Relations Adviser to Keysight) |
Tel: +44 (0)20 7260 2700 |
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Martin Robinson Olivia Peters |
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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 Keysight's website 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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