REG - Spirent Comm PLC Keysight Technologs. - Result of Shareholder Meeting

Keysight TechnologiesAnnouncement

22/05/2024 15:30

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RNS Number : 5192P  Spirent Communications PLC  22 May 2024

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

 

Recommended Cash Acquisition

of

SPIRENT COMMUNICATIONS PLC ("SPIRENT")

by

KEYSIGHT TECHNOLOGIES, INC. ("KEYSIGHT")

Results of Shareholder Meetings

Spirent is pleased to announce that at the Court Meeting and General Meeting
of Spirent Shareholders held earlier today in connection with the recommended
acquisition of the entire issued and to be issued share capital of Spirent by
Keysight (the "Keysight Offer") to be effected by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006, the resolutions
proposed were duly passed.

Full details of the resolutions passed are set out in the notices of the Court
Meeting and General Meeting contained in the scheme document published on 25
April 2024 in connection with the Keysight Offer (the "Keysight Offer Scheme
Document").

At the Court Meeting, a majority in number of Scheme Shareholders, who voted
(and were entitled to vote, either in person or by proxy) and who together
represented 75% or more by value of the Scheme Shares held by the Scheme
Shareholders present and voting, voted in favour of the resolution to approve
the Scheme. The resolution was accordingly passed. At the General Meeting, the
Special Resolution to approve the Scheme and provide for its implementation
was also passed by the requisite majority of Spirent Shareholders (either in
person or by proxy).

 

COURT MEETING The voting on the resolution to approve the Scheme was taken on
a poll and the results were as follows:

Number of Scheme Shareholders voting: For: 153 (84.53%)   Against: 28
(15.47%)

Number of votes: For: 306,078,996 (98.15%)   Against: 5,760,553 (1.85%)

Percentage of eligible Scheme Shares voted:            For:
52.90%   Against: 1.00%

 

GENERAL MEETING The voting on the Special Resolution to approve and provide
for implementation of the Scheme was taken on a poll and the results were as
follows:

Number of votes: For: 302,292,684 (98.14%) Against: 5,741,917 (1.86%)
Withheld: 185,001

 

Completion of the acquisition remains subject to the satisfaction or, if
applicable, waiver of the other Conditions set out in the Keysight Offer
Scheme Document, including (but not limited to) to certain regulatory
approvals as well as the Court sanctioning the Scheme at the Scheme Court
Hearing. Subject to the satisfaction of those regulatory conditions and the
Scheme receiving the sanction of the Court, the Scheme is expected to become
effective during the first half of Keysight's next fiscal year (being 1
November 2024 to 30 April 2024).

A copy of the special resolution passed at the General Meeting will be
submitted to the Financial Conduct Authority and will shortly be available for
inspection on the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Defined terms used but not defined in this announcement have the meanings set
out in the Keysight Offer Scheme Document dated 25 April 2024.

All references to times in this announcement are to London time, unless
otherwise stated.

 

 Enquiries:

 Keysight Technologies, Inc.                                             Tel: +1 (707) 577-6916
 Jason A. Kary, Vice President, Treasurer & Investor Relations

 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 Peters

 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

 Rothschild & Co (Joint Lead Financial Adviser to Spirent)               Tel: +44 (0)20 7280 5000
 Aadeesh Aggarwal

 Albrecht Stewen

 Mitul Manji

 UBS (Joint Lead Financial Adviser and Corporate Broker to Spirent)      Tel: +44 (0)20 7567 8000
 Craig Calvert

 Sandip Dhillon

 Josh Chauhan

 Jefferies (Financial Adviser and Corporate Broker to Spirent)           Tel: +44 (0)20 7029 8000
 Philip Yates

 Phil Berkowitz

 Ed Matthews

 Dentons Global Advisors (Public Relations Adviser to Spirent)           Tel: +44 (0) 20 7038 7419
 James Melville-Ross

 Humza Vanderman

 Leah Dudley

 

Freshfields Bruckhaus Deringer LLP is retained as legal adviser to Keysight.

Linklaters LLP is retained as legal adviser to Spirent.

BNP Paribas Securities Corp. and Citibank, N.A. are providing financing to
Keysight and have also provided financial advice to Keysight in relation to
the Acquisition.

 

This announcement contains inside information in relation to Spirent. The
person responsible for arranging the release of this announcement on behalf of
Spirent is Angus Iveson, Company Secretary & General Counsel.

 

Important Notices

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively as financial adviser to Spirent and no one else
in connection with the Acquisition and the Scheme 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 the Scheme 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 Spirent Acquisition, the Scheme or otherwise. No
representation or warranty, express or implied, is made by Rothschild & Co
as to the contents of this announcement.

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 United Kingdom. UBS is acting exclusively as financial
adviser and corporate broker to Spirent and no one else in connection with the
Acquisition and the Scheme. 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 Scheme, the contents of this
announcement or any other matter referred to herein.

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 the Scheme, 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
Scheme 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
Scheme or otherwise. No representation or warranty, express or implied, is
made by Jefferies as to the contents of this announcement.

Centerview Partners UK LLP ("Centerview"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Keysight and no one else in connection
with the Acquisition and the Scheme 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, the Scheme 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.

BNP Paribas Securities Corp. ("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, the Scheme or any transaction or arrangement referred to
herein.

Citigroup Global Markets Inc. ("Citigroup"), which is a registered
broker-dealer regulated by the US Securities and Exchange Commission ("SEC"),
is acting exclusively for Keysight and for no one else in connection with the
Acquisition, the Scheme 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 and the Scheme 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, the Scheme 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, the Takeover Code and the Listing Rules 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.

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/) ,
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's and Keysight's
websites https://corporate.spirent.com/ (https://corporate.spirent.com/%20)
and
https://investor.keysight.com/investor-resources/proposed-acquisition-of-spirent/
(https://investor.keysight.com/investor-resources/proposed-acquisition-of-spirent/)
 respectively by no later than 12 noon (London time) on 23 May 2024. 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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