REG - Keysight Technologs. Spirent Comms. PLC - Update re: Acquisition of Spirent

Keysight TechnologiesAnnouncement

03/03/2025 07:15

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RNS Number : 0541Z  Keysight Technologies Inc.  03 March 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

 

 

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/
(https://investor.keysight.com/investor-resources/proposed-%20acquisition-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
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.keysight.com%2Fus%2Fen%2Fabout%2Fnewsroom.html&esheet=54159634&newsitemid=20241201010321&lan=en-US&anchor=Keysight+Newsroom&index=1&md5=2e05ca23006c8e277b60dad905d3e0c0)
and www.keysight.com (http://www.keysight.com/) . (http://www.keysight.com/)

Investor Contact:

 Keysight Technologies, Inc.                                               Tel: +1 (707) 577-6916
 investor.relations@keysight.com (mailto:investor.relations@keysight.com)

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

 Olivia Peters

 

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 (http://www.thetakeoverpanel.org.uk/) ,
(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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