REG - Spirent Comms. PLC Keysight Technologs. Viavi Solutions Acqs - Update on Acquisition of Spirent by Keysight

Viavi SolutionsAnnouncement

03/03/2025 07:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250303:nRSC0539Za&default-theme=true

RNS Number : 0539Z  Spirent Communications PLC  03 March 2025

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/ (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 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
(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.

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/
(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.

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OUPPKNBKPBKKFNK