REG - Keysight Technologs. Spirent Comms. PLC - SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

Keysight TechnologiesAnnouncement

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RNS Number : 5176D  Keysight Technologies Inc.  15 October 2025

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                         Tel: +44 (0)20 7409 9700

 Menlo Park: Steve Miller, Jack MacDonald, Marc Murray                  Tel: +1 (650) 822 5800

 Evercore (Joint Lead Financial Adviser to Keysight)
 London: Julian Oakley, Tariq Ennaji, Alex Bennett                      Tel: +44 (0)20 7653 6000

 New York: Tom Stokes, Kunal Chakrabati, Riva Margolis                  Tel: +1 (212) 857 3100

 Teneo (Public Relations Adviser to Keysight)                           Tel: +44 (0)20 7260 2700
 Martin Robinson

 Olivia Lucas

 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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