REG - Spirent Comms. PLC - SCHEME SANCTIONED BY COURT

Spirent CommunicationsAnnouncement

14/10/2025 11:30

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RNS Number : 3101D  Spirent Communications PLC  14 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

 

14 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 SANCTIONED BY COURT

 

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").

Further to the announcement made on 22 May 2024 in relation to the results of
the Court Meeting and General Meeting and the announcement made on 29
September 2025 in relation to the receipt of applicable regulatory approvals,
Spirent is pleased to announce that the Court has today sanctioned the Scheme
by which the Acquisition is being implemented.

The Scheme will become effective upon, and remains conditional on, the Court
Order being delivered to the Registrar of Companies, which is expected to
occur on 15 October 2025. The Scheme Record Time is expected to be 6.00 p.m.
on 15 October 2025.

Applications have been made for the suspension of: (i) trading in Spirent
Shares on the London Stock Exchange's main market for listed securities (the
"Main Market"); and (ii) the listing of Spirent Shares on the Official List,
and such suspensions are expected to take effect from 7:30 a.m. on 16 October
2025. The last day for dealings in, and for registration of transfers of, and
disablement in CREST of, Spirent Shares is therefore expected to be 15 October
2025.

Applications have also been made for the: (i) de-listing of Spirent Shares
from the Official List; and (ii) cancellation of the admission to trading in
Spirent Shares on the Main Market, and such de-listing and cancellation is
expected, subject to the Scheme becoming Effective, to take effect by 7:30
a.m. on 17 October 2025.

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:

 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

Linklaters LLP is retained as legal adviser to Spirent.

Important notices

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.

This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of any offer to sell, or an invitation to
purchase, any securities or the solicitation of an offer to buy any
securities, or of any vote or approval in any jurisdiction, pursuant to the
Acquisition or otherwise.

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 other than England
and Wales.

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

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 those websites are not incorporated and do not form part of this
announcement.

 

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