Recommended Cash Offer by Keysight for Spirent Communications PLC

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Keysight Technologies announced its intention to acquire the entire issued and to be issued share capital of Spirent Communications PLC for a cash consideration of 199 pence per Spirent share which values Spirent at approximately £1,158 million (US$ $1,463 million1), on a fully diluted basis. Spirent shareholders will also be entitled to receive a special dividend of 2.5 pence per Spirent share, in lieu of any final dividend for the year ended 31 December 2023 (together with the cash consideration of 199 pence per share, the “Offer”).

Spirent’s board of directors intend to unanimously recommend the Offer which is conditional on, among other things, the approval of the requisite majority of Spirent Shareholders at the Court Meeting and the Spirent General Meeting, as well as regulatory approval as laid out in the Offer announcement.

Keysight views Spirent’s business as highly attractive and aligned with Keysight’s long-term software-centric solutions strategy. Keysight believes there is strategic synergy between the two businesses, and that the parties’ respective complementary products will help customers address their complex engineering challenges. Keysight and Spirent are both focused on enabling secular technology megatrends across multiple end-markets, including communications, aerospace and defense, automotive, and enterprise sectors. With Spirent’s offerings, Keysight expects to address new serviceable available market opportunities of up to US$1.5 billion.

The acquisition meets Keysight’s strategic and financial M&A criteria, and post integration Keysight expects it to be accretive to Keysight’s gross and operating margins.

Commenting on the acquisition, Satish Dhanasekaran, President & Chief Executive Officer of Keysight, said: “Spirent has a differentiated portfolio, which is a strong fit for Keysight. Both companies share a common focus on empowering and accelerating high-value solutions for customers. In Keysight, Spirent will join a platform of significant customer scale with the capacity to provide the necessary capital and resources to help Spirent grow and accelerate the delivery of its strategic vision. Keysight’s long-term customer relationships, industry expertise and global reach will help Spirent drive product development and execute on its full potential. With similar cultures valuing customer-centricity and high-performance, we believe that Keysight will be an excellent home for Spirent to thrive and deliver sustainable, long-term growth. Our superior Offer recognizes the value of Spirent’s achievements to-date, and the exciting prospects of the combination of our complementary product portfolios to provide end-to-end solutions for customers across their lifecycle needs.”