REG - Viavi Solutions Acqs - Statement re Lapse of Offer for Spirent

Viavi SolutionsAnnouncement

24/05/2024 08:15

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RNS Number : 7497P  Viavi Solutions Acquisitions Ltd  24 May 2024

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 SUCH JURISDICTION

 

FOR IMMEDIATE RELEASE

 

24 May 2024

 

 

Lapse of Viavi Solutions Acquisitions Limited's ("Viavi Bidco") offer for
Spirent Communications plc ("Spirent")

 

On 5 March 2024, the boards of Viavi Bidco and Spirent announced that they had
reached agreement on the terms of a recommended cash offer by Viavi Bidco to
acquire the entire issued and to be issued share capital of Spirent for an
acquisition value of 175 pence per Spirent Share (comprising cash
consideration of 172.5 pence and a permitted special dividend payment of 2.5
pence per Spirent Share) (the "Rule 2.7 Announcement"). Such offer (the "Viavi
Offer") was to be implemented by way of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act (the "Viavi Scheme").

 

On 27 March 2024, Spirent published the scheme document (the "Scheme
Document") to convene the Court Meeting and General Meeting of Spirent
Shareholders to approve the Viavi Scheme, with such meetings (the "Viavi
Scheme Shareholder Meetings") to be held on 1 May 2024. Defined terms used but
not otherwise defined in this announcement have the meanings given to them in
the Scheme Document.

 

On 28 March 2024, the boards of Spirent and Keysight Technologies Inc.
("Keysight") announced that they had reached agreement on the terms of a
recommended cash offer by Keysight to acquire the entire issued and to be
issued share capital of Spirent for an acquisition value of 201.5 pence per
Spirent Share (comprising cash consideration of 199 pence and a permitted
special dividend payment of 2.5 pence per Spirent Share) (the "Keysight
Offer").

 

The announcement on 28 March 2024 included the withdrawal by the Spirent
Directors of their recommendation of the Viavi Offer. On 17 April 2024, the
Viavi Scheme Shareholder Meetings, due to be held on 1 May 2024, were
adjourned indefinitely.

 

The Viavi Scheme was conditional, amongst other things, on the Viavi Scheme
Shareholder Meetings being held on or before the 22(nd) day after 1 May 2024,
being the expected date of the Viavi Scheme Shareholder Meetings.
 Accordingly, conditions 2.1(b) and 2.2(b), as set out in Part III of the
Scheme Document, have not been satisfied by 23 May 2024 and, as such, the
Viavi Scheme has lapsed.

 

In addition, Viavi Bidco has served notice to terminate the Co-operation
Agreement.

 

Enquiries:

 

 Viavi Solutions Inc. ("Viavi")                                          Tel: + 1 408 404 6305

 Oleg Khaykin, President and Chief Executive Officer

 Ilan Daskal, Executive Vice President and Chief Financial Officer

 Kevin Siebert, Senior Vice President, General Counsel & Secretary

 Qatalyst Partners (Lead Financial Adviser to Viavi and Viavi Bidco)     Tel: +44 (0)20 3700 8820
 Jason DiLullo
 Peter Spofforth
 Milad Zarpak

 Wells Fargo Securities (Financial Adviser to Viavi and Viavi Bidco)     Tel: +44 (0)20 3942 8000
 Rob Engel
 Mark Hutt

 Preeti Raghupathi

 

Important Notices

 

Qatalyst Partners LP, which is authorised by the Securities and Exchange
Commission and regulated by the Financial Industry Regulatory Authority and
the Securities and Exchange Commission in the United States, is acting
exclusively as financial adviser to Viavi and Viavi Bidco and will not be
responsible to anyone other than Viavi and Viavi Bidco for providing the
protections afforded to its client, or for providing advice in relation to the
matters set out in this announcement.

 

Wells Fargo Securities, LLC, a subsidiary of Wells Fargo & Company, which
is authorised by the Securities and Exchange Commission and regulated by the
Financial Industry Regulatory Authority and the Securities and Exchange
Commission in the United States, is acting exclusively as financial adviser to
Viavi and Viavi Bidco and will not be responsible to anyone other than Viavi
and Viavi Bidco for providing the protections afforded to its client, or for
providing advice in relation to the matters set out in this announcement.

 

A copy of this announcement and the documents required to be published
pursuant to Rule 26.1 of the Takeover Code will be available free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Viavi Bidco's website at
https://investor.viavisolutions.com/overview/default.aspx
(https://investor.viavisolutions.com/overview/default.aspx) by no later than
12.00 p.m. (London time) on the Business Day following the date of this
announcement.

 

Neither the content of any website referred to in this announcement nor the
content of any website accessible from hyperlinks is incorporated into, or
forms part of, this announcement.

 

 

 

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