SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
Summary by AI BETAClose X
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
15 October 2025
RECOMMENDED CASH ACQUISITION
of
Spirent Communications plc ("Spirent")
by
Keysight Technologies Inc. ("Keysight")
to be effected by means of a scheme of arrangement under
Part 26 of the Companies Act 2006
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 28 March 2024, the boards of Spirent and 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 (the "Scheme").
On 14 October 2025, Spirent announced that the Court had issued the Court Order sanctioning the Scheme on that day.
Scheme Effective
Spirent and Keysight are pleased to announce that, following the delivery of a copy of the Court Order to the Registrar of Companies, the Scheme has now become Effective in accordance with its terms and the entire issued ordinary share capital of Spirent is now owned by Keysight.
Suspension and cancellation of listing and trading of Spirent Shares
Spirent Shareholders on the register of members at the Scheme Record Time, being 6:00 p.m. on 15 October 2025, will receive 199.0 pence for each Scheme Share in cash (the "Acquisition Price").
As previously announced on 26 June 2025, the Spirent Board declared a dividend of 3.5 pence per Spirent Share (consisting of both the Permitted Dividend and the Additional Dividend) (the "Total Dividend"). The Total Dividend was paid on 23 July 2025 to Spirent Shareholders on the register of members at 6.00 p.m. on 3 July 2025 (being the record date for these purposes). The Total Dividend was paid to Spirent ADR Holders on 30 July 2025. Payment of the Total Dividend was not conditional on the Effective Date occurring and will not reduce the Acquisition Price payable by Keysight under the terms of the Acquisition.
As previously announced on 14 October 2025, applications were made for the suspension, and subsequent cancellation, of the listing of Spirent Shares on the Official List and the trading of Spirent Shares on the London Stock Exchange's Main Market, and therefore the listing of Spirent Shares on the Official List and dealings in Spirent Shares on the Main Market shall be suspended at 7:30 a.m. (London time) on 16 October 2025.
The cancellation of the listing of Spirent Shares on the Official List and trading in Spirent Shares on the Main Market is expected to take effect by 7:30 a.m. on 17 October 2025.
Termination of Spirent ADR Programme
It is also expected that the Spirent ADR Programme will be terminated as soon as practicable following the Scheme having become Effective.
Settlement
The latest date for the despatch of cheques to Spirent Shareholders, or settlement through CREST (as applicable), for the Acquisition Price due under the terms of the Scheme is 29 October 2025. Please refer to section 14 (Settlement) of Part II (Explanatory Statement) of the Scheme Document for further details.
Board changes
As the Scheme has now become Effective, Spirent announces that as of today's date, each of Eric Updyke, Paula Bell, Sir William Thomas, Jonathan Silver, Gary Bullard, Maggie Buggie, Wendy Koh and Edgar Masri have resigned from the Spirent Board, and Angus Iveson has resigned as the company secretary of Spirent.
In addition, Jeffrey Li, Paul Roy and Simon Ericson have been appointed as directors of Spirent, and Jeffrey Li has been appointed as the company secretary of Spirent, in each case with effect from the Scheme becoming Effective.
Fees and expenses
Pursuant to Rule 24.16 of the Code, Keysight and Spirent set out below the fees and expenses to be incurred by each of them respectively in connection with the Keysight Offer (in the case of Keysight) and the Keysight Offer and the Viavi Offer (in the case of Spirent).
Spirent fees and expenses
The aggregate fees and expenses expected to be incurred by Spirent in connection with the Keysight Offer and the Viavi Offer (excluding any applicable VAT and other taxes) are expected to be approximately:
|
Category |
Amount(1) |
|
Financial and corporate broking advice |
£30,450,000 |
|
Legal and counsel advice |
£20,350,000 |
|
Public relations advice |
£450,000 |
|
Other costs and expenses |
£4,950,000(2) |
|
Total |
£56,200,000 |
|
Notes: (1) Fees and expenses are rounded to the nearest £50,000. (2) Includes amounts related to fees payable to the London Stock Exchange. |
|
Keysight fees and expenses
The aggregate fees and expenses incurred by Keysight in connection with the Acquisition have increased from the estimates published in the Scheme Document due to additional time and expenses incurred in satisfying certain antitrust and regulatory Conditions.
The aggregate fees and expenses to be incurred by Keysight in connection with the Acquisition (excluding any applicable VAT and other taxes) are expected to be approximately:
|
Category |
Amount(1) |
|
Financing arrangements |
£21,100,000 |
|
Financial and corporate broking advice |
£19,450,000 |
|
Legal advice |
£35,300,000 |
|
Accounting and tax advice |
£3,100,000 |
|
Public relations advice |
£1,000,000 |
|
Other professional services |
£14,450,000 |
|
Other costs and expenses |
£1,950,000 |
|
Total |
£98,850,000 |
|
Notes: (1) Fees and expenses are rounded to the nearest £50,000. |
|
Other
All references to times in this announcement are to London time, unless otherwise stated.
Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document dated 25 April 2024.
Enquiries:
|
Keysight Technologies Inc. |
Tel: +1 (707) 577-6915 |
|
Jeffrey K. Li, Senior Vice President, General Counsel & Secretary |
|
|
|
|
|
Centerview (Joint Lead Financial Adviser to Keysight) |
|
|
London: Hadleigh Beals, Alex Gill, Ben Hodgson Menlo Park: Steve Miller, Jack MacDonald, Marc Murray |
Tel: +44 (0)20 7409 9700 Tel: +1 (650) 822 5800 |
|
|
|
|
Evercore (Joint Lead Financial Adviser to Keysight) |
|
|
London: Julian Oakley, Tariq Ennaji, Alex Bennett New York: Tom Stokes, Kunal Chakrabati, Riva Margolis |
Tel: +44 (0)20 7653 6000 Tel: +1 (212) 857 3100 |
|
|
|
|
Teneo (Public Relations Adviser to Keysight) |
Tel: +44 (0)20 7260 2700 |
|
Martin Robinson Olivia Lucas |
|
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|
|
|
Spirent Communications plc |
Tel: +44 (0)12 9376 7676 |
|
Eric Updyke, Chief Executive Officer Paula Bell, Chief Financial & Operations Officer Angus Iveson, Company Secretary & General Counsel
|
|
|
UBS (Joint Lead Financial Adviser and Corporate Broker to Spirent) |
Tel: +44 (0)20 7567 8000 |
|
Craig Calvert Sandip Dhillon Josh Chauhan
|
|
|
Rothschild & Co (Joint Lead Financial Adviser to Spirent) |
Tel: +44 (0)20 7280 5000 |
|
Aadeesh Aggarwal Albrecht Stewen Mitul Manji |
|
|
|
|
|
Jefferies (Financial Adviser and Corporate Broker to Spirent) |
Tel: +44 (0)20 7029 8000 |
|
Philip Yates Phil Berkowitz Ed Matthews |
|
|
|
|
|
DGA Group (Public Relations Adviser to Spirent) |
Tel: +44 (0) 20 7038 7419 |
|
James Melville-Ross Humza Vanderman |
|
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.
Linklaters LLP is retained as legal adviser to Spirent.
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.
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.
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.
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.
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.
This announcement has been prepared for the purpose of complying with English law and the Takeover Code and 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 and regulations of jurisdictions outside England and Wales.
Publication on Website
In accordance with Rule 26.1 of the Code, a copy of this announcement will 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 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 the websites referred to in this announcement are not incorporated into and do not form part of this announcement.
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