Update on Acquisition of Spirent by Keysight
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
FOR IMMEDIATE RELEASE
3 March 2025
Spirent Communications plc
Update on Recommended Cash Acquisition of Spirent Communications plc by Keysight Technologies, Inc.
On 28 March 2024, the boards of Spirent Communications plc (London Stock Exchange Symbol: SPT) ("Spirent" or the "Company") 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.
On 2 December 2024, Keysight announced that in connection with satisfying the regulatory conditions set out in the Scheme Document it had commenced a competitive auction process to divest Spirent's high-speed ethernet and network security business lines.
Today, Keysight announced 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 receipt of certain regulatory approvals and completion of Keysight's acquisition of Spirent. Keysight currently expects the sale of the Divestment Business to complete shortly after the Acquisition becoming effective.
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, including the Condition relating to sanction of the Scheme by the Court.
As noted in the Keysight announcement dated 3 March 2025, Keysight remains committed to working quickly and constructively with the relevant regulatory authorities to satisfy the Conditions to the Acquisition. With support and assistance from Spirent, 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 precise timing for completion of the Acquisition remains subject to receipt of the outstanding regulatory clearances. The parties continue to keep the timetable under close review and will provide any updates as required.
Spirent 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 scheme circular in relation to the Acquisition published on 25 April 2024 (the "Scheme Document").
Enquiries
Spirent Communications plc +44 1293 767 676
Angus Iveson, Company Secretary & General Counsel
UBS, Joint Lead Financial Adviser and Corporate Broker to Spirent +44 20 7567 8000
Craig Calvert
Sandip Dhillon
Josh Chauhan
Rothschild & Co, Joint Lead Financial Adviser to Spirent +44 20 7280 5000
Aadeesh Aggarwal
Albrecht Stewen
Mitul Manji
Jefferies, Financial Adviser and Joint Corporate Broker to Spirent +44 20 7029 8000
Philip Yates
Phil Berkowitz
Ed Matthews
DGA Group, PR Adviser to Spirent +44 20 7038 7419
James Melville-Ross
Humza Vanderman
Linklaters LLP is acting as legal adviser to Spirent.
Notice related to financial advisers
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 (the "PRA") and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom. UBS provided financial and corporate broking advice to the Company and no one else in connection with the process or contents of this announcement. 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 process, 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 FCA in the United Kingdom, is acting exclusively for the Company and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Jefferies International Limited ("Jefferies") is authorised and regulated in the UK by the FCA. 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.
Disclosure requirements of 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, 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 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.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at https://corporate.spirent.com/ by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Additional Information
This announcement is not intended to, and does not, constitute or form part of any 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 this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of the Company who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of the Company who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements.
Spirent's Legal Entity Identifier is 213800HKCUNWP1916L38.
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