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.
