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

Spirent CommunicationsAnnouncement

Tue 07:00

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RNS Number : 1122L  Keysight Technologies Inc.  03 June 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 June 2025

Recommended Cash Acquisition

of

SPIRENT COMMUNICATIONS PLC ("SPIRENT")

by

KEYSIGHT TECHNOLOGIES, INC.

Further update re: Acquisition of Spirent

Update re US antitrust clearance

Further to the announcement of 1 April 2025, Keysight Technologies, Inc.
(NYSE: KEYS) ("Keysight") is pleased to confirm that Keysight and Spirent
Communications PLC (London Stock Exchange Symbol: SPT) ("Spirent") have
entered into a consent decree with the United States Department of Justice
("DOJ") in connection with its review of Keysight's proposed acquisition of
Spirent (the "Acquisition"), pursuant to which Keysight and Spirent have
agreed to divest Spirent's high-speed ethernet, network security, and channel
emulation business lines (the "Divestment Business") to VIAVI Solutions, Inc.
("VIAVI") (NASDAQ: VIAV) or another acquirer approved by DOJ. The consent
decree is an important milestone that moves the Acquisition one step closer to
closing, pending the satisfaction or (if capable of waiver) waiver of the
remaining conditions to the Acquisition set out in Part III of the Scheme
Document.

Pursuant to the settlement process, DOJ has filed in court a proposed
settlement ("Proposed Final Judgment") and an Asset Preservation and Hold
Separate Stipulation and Order ("APSO"). Keysight and Spirent have also
entered into a short side letter in respect to the settlement process with DOJ
("Side Letter").

Copies of the Proposed Final Judgment, APSO and Side Letter will be made
available on Spirent and Keysight's websites at
 https://corporate.spirent.com/
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fcorporate.spirent.com%2F&esheet=54217678&newsitemid=20250302378771&lan=en-US&anchor=https%3A%2F%2Fcorporate.spirent.com%2F&index=1&md5=2623e010acab9fcd3aa93b53b86e2ff9)
 and https://investor.keysight.com/investor-resources/proposed-
acquisition-of-spirent/
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Finvestor.keysight.com%2Finvestor-resources%2Fproposed-%2520acquisition-of-spirent%2F&esheet=54217678&newsitemid=20250302378771&lan=en-US&anchor=https%3A%2F%2Finvestor.keysight.com%2Finvestor-resources%2Fproposed-+acquisition-of-spirent%2F&index=2&md5=b8be949c2b9ad948552f79462a8f3f87)
.

With support and assistance from Spirent, Keysight remains committed to
working quickly and constructively with the State Administration for Market
Regulation of the People's Republic of China to obtain clearance for the
Acquisition.

Proposed Divestment

In connection with the consent decree, Keysight notes that, on or around the
date of this announcement, Keysight and VIAVI have entered into an amendment
agreement in respect of the sale of the Divestment Business, pursuant to which
Spirent's channel emulation business line has been added to the scope of the
divestiture previously announced by Keysight on 3 March 2025. The sale of the
Divestment Business remains subject to closing conditions, including
regulatory approvals and completion of the Acquisition. Keysight continues to
expect the sale of the Divestment Business to complete shortly after the
Acquisition becoming effective.

Timing of the Acquisition

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, (the "Conditions") including the
Condition relating to sanction of the Scheme by the Court. Keysight continues
to expect that the Scheme will become effective during the third quarter of
Keysight's current fiscal year (period ending 31 July 2025). The parties
continue to keep the timetable under close review and will provide any updates
as required.

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
https://www.keysight.com/us/en/about/newsroom.html and www.keysight.com
(http://www.keysight.com) .

 

Investor Contact:

Keysight Technologies, Inc.
 
Tel: +1 707-577-6915
investor.relations@keysight.com (mailto:investor.relations@keysight.com)

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

Martin Robinson

Olivia Lucas

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 Spirent and Keysight's
websites at https://corporate.spirent.com/ and
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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