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
FOR IMMEDIATE
RELEASE
25 April
2024
RECOMMENDED CASH OFFER
FOR
SPIRENT COMMUNICATIONS PLC
("SPIRENT")
by
KEYSIGHT TECHNOLOGIES INC.
("KEYSIGHT")
to be effected by means of a
Scheme of Arrangement
under Part 26 of the
Companies Act 2006
PUBLICATION OF THE SCHEME DOCUMENT
On 28 March 2024, the boards of Spirent and
Keysight announced that they had reached agreement on the terms of
a recommended cash acquisition for the entire issued and to be
issued share capital of Spirent by Keysight (the "Acquisition"). It is intended that the
Acquisition will be effected by means of a court sanctioned scheme
of arrangement under Part 26 of the Companies Act 2006 (the
"Keysight Offer
Scheme").
Publication of
Scheme Document
Spirent and Keysight are pleased to announce
that in connection with the Keysight Offer Scheme, the scheme
document is being either sent or made available to shareholders of
Spirent today (the "Keysight Offer
Scheme Document"). The Keysight Offer Scheme Document sets
out, amongst other things, a letter from the Chairman of Spirent,
the full terms and conditions of the Keysight Offer Scheme, an
explanatory statement, notices of the required meetings, an
expected timetable of principal events and details of the action to
be taken by shareholders of Spirent.
Hard copies of the Keysight Offer Scheme
Document and/or a website notification of availability (providing
details of the website where the Keysight Offer Scheme Document may
be accessed) are being sent to shareholders of Spirent (depending
on communication preferences selected). Hard copies of the Forms of
Proxy for the court meeting (the "Keysight Offer Court Meeting") and the
Spirent general meeting in connection with the Keysight Offer
Scheme (the "Keysight Offer
General Meeting" and together with the Keysight Offer Court
Meeting, the "Keysight Offer
Shareholder Meetings") are being posted to
shareholders of Spirent.
Capitalised terms used in this announcement
(the "Announcement") shall,
unless otherwise defined, have the same meanings as set out in the
Keysight Offer Scheme Document. All references to times in this
Announcement are to London, United Kingdom times unless stated
otherwise.
Notices of the
Keysight Offer Shareholder Meetings and Action to be
taken
As described in the Keysight Offer Scheme
Document, in order to become Effective the Keysight Offer Scheme
will require, among other things, that the requisite majority of
(i) eligible Scheme Shareholders (as defined in the Keysight Offer
Scheme Document) vote in favour of the Keysight Offer Scheme at the
Keysight Offer Court Meeting; and (ii) eligible Spirent
Shareholders vote in favour of the Special Resolution at the
Keysight Offer General Meeting. The Keysight Offer Scheme is also
subject to the satisfaction or waiver of the other Conditions and
further terms as described more fully in the Keysight Offer Scheme
Document.
The Keysight Offer Court Meeting and the
Keysight Offer General Meeting to approve the Scheme (and the steps
contemplated by the Scheme) are scheduled to be held at 10:30 a.m.
and 10:45 a.m. (or as soon thereafter as
the Court Meeting concludes or is adjourned)
respectively, each on 22 May at 2024 at the offices of
Linklaters LLP, at One Silk Street, London EC2Y 8HQ.
Subject to approval at the relevant Keysight
Offer Shareholder Meetings, sanction of the Court and the
satisfaction (or waiver, where applicable) of the other Conditions
(including the satisfaction of certain regulatory conditions) set
out in further detail in the Keysight Offer Scheme Document, the
Scheme is expected to become effective during the first half of
Keysight's next fiscal year (being 1 November 2024 to 30 April
2025).
Shareholders of Spirent are asked to submit
proxy appointments and instructions for the Keysight Offer Court
Meeting and the Keysight Offer General Meeting as soon as possible,
using any of the methods described in the Keysight Offer Scheme
Document (by post, online or electronically through CREST).
Shareholders of Spirent are also strongly encouraged to appoint
"the Chair of the meeting" as their proxy.
It is important that, for the Keysight Offer
Court Meeting in particular, as many votes as possible are cast so
that the Court may be satisfied that there is a fair representation
of Scheme Shareholder (as that term is defined in the Keysight
Offer Scheme Document) opinion. Therefore, Scheme Shareholders
strongly urged to sign and return both of their Forms of Proxy (by
post, online or electronically through CREST).
Any changes to the arrangements for the either
the Keysight Offer Court Meeting or Keysight Offer General Meeting
will be communicated to shareholders of Spirent beforehand, through
Spirent's website at https://corporate.spirent.com
and by announcement through a Regulatory Information
Service.
Recommendations
The Spirent Directors, who have been so advised
by Rothschild & Co and UBS as to the financial terms of the
Acquisition, consider the terms of the Acquisition to be fair and
reasonable. In providing their financial advice to the Spirent
Directors, Rothschild & Co and UBS have taken into account the
commercial assessments of the Spirent Directors. Rothschild &
Co and UBS are providing independent financial advice to the
Spirent Directors for the purposes of Rule 3 of the Takeover
Code.
The Spirent Directors considered
that the Acquisition represents a superior proposition for Spirent
Shareholders relative to the Viavi Offer, with the Acquisition
Price representing an increase of 26.5 pence per Spirent Share relative
to the earlier cash offer made by Viavi Solutions
Acquisitions Limited for the entire issued and to be issued share
capital of Spirent, announced on 5 March 2024 (the "Viavi Offer"). The Spirent Directors
consider that the terms of the Acquisition are in the best
interests of Spirent Shareholders as a whole. The Spirent Directors have unanimously withdrawn their
recommendation of the Viavi Offer, and announced on
17 April 2024 their
intention to indefinitely adjourn the Viavi Offer Shareholder
Meetings. Accordingly, the Spirent Directors
unanimously recommend that Scheme Shareholders vote in favour of
the Keysight Offer Scheme at the Keysight Offer Court Meeting and
Spirent Shareholders vote in favour of the Special Resolution to be
proposed at the Keysight Offer General Meeting.
Spirent Shareholders should note
that, for the avoidance of doubt, Spirent's annual general meeting,
to be held at 12.30 p.m. on 1 May 2024 at the offices of UBS, 5
Broadgate, London EC2M 2QS, will proceed as scheduled and is not
affected by the proposed adjournment of the Viavi Offer Shareholder
Meetings announced on 17 April 2024. Please see the notice of
annual general meeting published by Spirent on 27 March 2024,
available at https://corporate.spirent.com/shareholder-information/agm,
for further information.
Timetable
The Scheme Document contains an expected
timetable of principal events relating to the Scheme, which is also
set out in the Appendix to this Announcement. The Keysight Offer
Scheme remains conditional on the approval by the requisite
majority of eligible Scheme Shareholders at the Keysight Offer
Court Meeting, the requisite majority of Spirent Shareholders at
the Keysight Offer General Meeting and the satisfaction or waiver
of the other Conditions set out in the Keysight Offer Scheme
Document, including the sanction of the Court.
Information
for Spirent Shareholders
In accordance with Rule 26.1 of the Takeover
Code, copies of this Announcement and the Scheme Document will be
available on Spirent and Keysight websites at https://corporate.spirent.com
and
https://investor.keysight.com/investor-resources/proposed-acquisition-of-spirent/
by no later than 12 noon on the business day following this
Announcement, up to and including the Effective Date. For the
avoidance of doubt, the contents of these websites are not
incorporated by reference and do not form part of this
Announcement.
For information purposes only, the Scheme
Document will also be sent, or made available, to holders of
options over Spirent Shares and persons with information
rights.
A copy of the Scheme Document will also be
submitted to the National Storage Mechanism, where it will be
available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.Shareholder
helpline
If shareholders of Spirent have any
questions about this Announcement, the Scheme Document, the Court
Meeting or the General Meeting, or are in doubt about the procedure
for completing and returning of the Forms of Proxy, please
contact Equiniti Limited, Spirent's Registrar, on
+44 (0) 333 123 0367. Lines are open
from 8:30 a.m. to 5:30 p.m. Monday to Friday (excluding English and
Welsh public holidays). Calls to these numbers from outside the UK
will be charged at international rates. Different charges may apply
to calls made from mobile telephones. Calls may be recorded and
randomly monitored for security and training purposes. Please note
that Equiniti Limited cannot provide legal, tax or financial
advice.
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
Partners UK LLP (Joint Lead Financial Adviser to
Keysight)
|
|
London: Hadleigh Beals, Alex Gill, Ben
Hodgson
Menlo Park: Steve Miller, Jack MacDonald, Marc
Murray
|
Tel: +44 (0)20 7409
9700
Tel: +1 (650) 822
5800
|
|
|
Evercore
Partners International LLP (Joint Lead Financial Adviser to
Keysight)
|
|
London: Julian Oakley, Tariq Ennaji, Alex
Bennett
New York: Tom Stokes, Kunal Chakrabati, Riva
Margolis
|
Tel: +44 (0)20 7653
6000
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
Advisers (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.
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 corporate broker and
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 FCA, 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 Announcment, 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 ("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, 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 and is not
intended to, and does not, constitute or form part of any offer to
sell, or an invitation to purchase, any securities or the
solicitation of an offer to buy any securities, or of any vote or
any approval in any jurisdiction, pursuant to the Acquisition or
otherwise.
The Acquisition shall be made solely by means of the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document to be published by Keysight)
which, together with the Forms of Proxy (or forms of acceptance),
shall contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any
decision or vote in respect of, or acceptance of, the Acquisition
should be made only on the basis of the information contained in
the Scheme Document (or, if the Acquisition is implemented by way
of a Takeover Offer, the Offer Document).
This Announcement is not an advertisement and does not
constitute a prospectus or prospectus equivalent
document.
This Announcement has been prepared for the purpose of
complying with English law and the Takeover Code. 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 of jurisdictions other than England and
Wales.
Overseas Shareholders
The release, publication, or distribution of this Announcement
in or into certain jurisdictions other than the UK may be
restricted by law. Persons who are not resident in the UK or who
are subject to other jurisdictions should inform themselves of, and
observe, any applicable requirements.
Unless otherwise determined by Keysight or required by the
Takeover Code, and permitted by applicable law and regulation, the
Acquisition shall not be made available, directly or indirectly,
in, into, or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality
or form within a Restricted Jurisdiction or any other jurisdiction
if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this Announcement and all
documents relating to the Acquisition are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed, or sent in, into, or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this Announcement and all documents relating to
the Acquisition (including custodians, nominees, and trustees) must
not mail or otherwise distribute or send them in, into, or from
such jurisdictions where to do so would violate the laws in that
jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person.
The availability of the Acquisition to shareholders of Spirent
who are not resident in the UK may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are
not resident in the UK should inform themselves of, and observe,
any applicable requirements.
The Acquisition shall be subject to the applicable
requirements of English law, the Takeover Code, the Panel, the
London Stock Exchange, and the Financial Conduct
Authority.
Additional Information for US
Investors
The Acquisition relates to shares of an English company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. US holders of Spirent Shares should
note that the Scheme relates to the shares of an English company
that is a "foreign private issuer" as defined under Rule 3b-4 of
the US Securities Exchange Act of 1934 (the "US Exchange Act") and will be governed
by the laws of England and Wales. A transaction effected by means
of a scheme of arrangement is not subject to the tender offer or
proxy solicitation rules under the US Exchange
Act.
Accordingly, the Acquisition is subject to the disclosure and
procedural requirements and practices applicable in the UK to
schemes of arrangement which differ from the disclosure
requirements of the US tender offer and proxy solicitation
rules.
Certain financial information included in this Announcement
has been prepared in accordance with generally accepted accounting
standards of the United Kingdom and may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States. However, if Keysight
were to elect to implement the Acquisition by means of a Takeover
Offer, such Takeover Offer would need to be made in compliance with
any applicable US securities laws and regulations, including
Section 14(e) the US Exchange Act and Regulation 14E thereunder.
Such a takeover would be made in the US by Keysight and no one
else.
Neither the US Securities and Exchange Commission nor any
securities commission of any state of the United States nor any
other US regulatory authority has approved or disapproved or passed
judgment upon the fairness or the merits of the Acquisition or
determined if this Announcement is adequate, accurate or complete.
Any representation to the contrary is a criminal offence in the
United States.
In
the event that the Acquisition is implemented by way of a Takeover
Offer, in accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Keysight or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, shares or other
securities of Spirent outside the US, other than pursuant to such
Takeover Offer, during the period in which such Takeover Offer
would remain open for acceptance. These purchases may occur either
in the open market at prevailing prices or in private transactions
at negotiated prices. Any information about such purchases or
arrangements to purchase shall be disclosed as required in the UK,
shall be reported to a Regulatory Information Service and shall be
available on the London Stock Exchange website at
www.londonstockexchange.com.
In
accordance with normal practice in the United Kingdom, Keysight or
its nominees or brokers (acting as agents) may from time to time
make certain purchases of, or arrangements to purchase, shares or
other securities of Spirent, other than pursuant to the
Acquisition, until the date on which the Acquisition and/or Scheme
becomes Effective, lapses or is otherwise withdrawn. If such
purchases or arrangements to purchase were to be made, they would
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such
purchases or arrangements to purchase will be disclosed as required
in the UK, will be reported to a Regulatory Information Service,
and will be available on the London Stock Exchange website at
www.londonstockexchange.com.
The receipt of consideration by a US holder for the transfer
of its Spirent Shares or Spirent ADR Holder(s) pursuant to the
Scheme will be a taxable transaction for US federal income tax
purposes. Each Spirent Shareholder and Spirent ADR Holder is urged
to consult their independent professional adviser immediately
regarding the tax consequences of the Acquisition applicable to
them, including under applicable US state and local, as well as
overseas and other, tax laws.
It
may be difficult for US holders of Spirent Shares to enforce their
rights and any claim arising out of the US federal securities laws,
since Spirent is in a non-US jurisdiction, and some or all of its
officers and directors are residents of non-US jurisdictions. US
holders of Spirent Shares may not be able to sue a non-US company
or its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgment.
Spirent is organised under the laws of England and Wales. Some
or all of the officers and directors of Spirent, respectively, are
residents of countries other than the United States. In addition,
most of the assets of Spirent are located outside the United
States. As a result, it may be difficult for US shareholders of
Spirent and Spirent ADR Holders to effect service of process within
the United States upon Spirent or its respective officers or
directors or to enforce against it a judgment of a US court
predicated upon the federal or state securities laws of the United
States. US shareholders of Spirent and Spirent ADR Holders may also
not be able to sue a non-US company or its officers or directors in
an non-US court for violations of US securities
laws.
Forward-Looking
Statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by Spirent, any member
of the Spirent Group, Keysight, or any member of the Keysight
Group, contain statements which are, or may be deemed to be,
"forward-looking statements", as defined in the US Exchange Act and
are subject to the safe harbours created therein. Such
forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and
on numerous assumptions regarding the business strategies and the
environment in which Spirent, any member of the Spirent Group,
Keysight, any member of the Keysight Group, or any member of the
Combined Group shall operate in the future and are subject to risks
and uncertainties that could cause actual results to differ
materially from those expressed or implied by those
statements.
The forward-looking statements contained in this Announcement
may relate to Spirent, any member of the Spirent Group, Keysight,
any member of the Keysight Group, or any member of the Combined
Group's future prospects, developments and business strategies, the
expected timing and scope of the Acquisition and other statements
other than historical facts. In some cases, these forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "will
look to", "would look to", "plans", "prepares", "anticipates",
"expects", "is expected to", "is subject to", "budget",
"scheduled", "forecasts", "synergy", "strategy", "goal",
"cost-saving", "projects", "intends", "assumes", "may", "will",
"shall" or "should" or their negatives or other variations or
comparable terminology. Forward-looking statements may include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Spirent, any member of
the Spirent Group, Keysight, any member of the Keysight Group, or
any member of the Combined Group's operations and potential
synergies resulting from the Acquisition; and (iii) the effects of
global economic conditions and governmental regulation on Spirent,
any member of the Spirent Group, Keysight, any member of the
Keysight Group, or any member of the Combined Group's
business.
By
their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that shall occur in the future. These events and
circumstances include changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates and future
business combinations or disposals. If any one or more of these
risks or uncertainties materialise or if any one or more of the
assumptions prove incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking
statements should, therefore, be construed in light of such
factors.
None of Spirent, any member of the Spirent Group, Keysight,
any member of the Keysight Group, any member of the Combined Group,
nor any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement shall actually
occur. Given these risks and uncertainties, neither holders of
interests in Spirent Shares nor any other potential investors
should place any reliance on forward-looking
statements.
Specifically, statements of estimated cost savings and
synergies relate to future actions and circumstances which, by
their nature, involve risks, uncertainties, and contingencies. As a
result, the cost savings and synergies referred to may not be
achieved, may be achieved later or sooner than estimated, or those
achieved could be materially different from those estimated. Due to
the scale of the Combined Group, there may be additional changes to
the Combined Group's operations. As a result, and given the fact
that the changes relate to the future, any resulting cost synergies
may be materially greater or less than those
estimated.
The forward-looking statements speak only at the date of this
Announcement. All subsequent oral or written forward-looking
statements attributable to Spirent, any member of the Spirent
Group, Keysight, any member of the Keysight Group, any member of
the Combined Group, or any of their respective associates,
directors, officers, employees, or advisers, are expressly
qualified in their entirety by the cautionary statement
above.
Spirent, each member of the Spirent Group, Keysight, each
member of the Keysight Group and each member of the Combined Group
expressly disclaim any obligation to update such statements other
than as required by law or by the rules of any competent regulatory
authority, whether as a result of new information, future events,
or otherwise.
No Profit Forecasts or
Estimates
No
statement in this Announcement is intended as a profit forecast or
estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings or earnings per share
for Keysight or Spirent, as appropriate, for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share for Keysight or Spirent,
as appropriate.
Disclosure Requirements of
the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. 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 p.m. on the 10th business day following
the commencement of the Offer Period and, if appropriate, by no
later than 3:30 p.m. 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 Takeover Code, any person who is, or
becomes, interested in 1 per cent. 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 p.m. 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, then 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 Panel's website at https://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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure,
then you should contact the Panel's Market Surveillance Unit on +44
(0) 20 7638 0129.
Electronic Communications
Please be aware that addresses, electronic addresses, and
certain information provided by Spirent Shareholders, persons with
information rights, and other relevant persons for the receipt of
communications from Spirent may be provided to Keysight during the
Offer Period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
Publication on Website and
Availability of Hard Copies
A
copy of this Announcement shall be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Spirent's and Keysight's websites
at https://corporate.spirent.com/
and
https://investor.keysight.com/investor-resources/proposed-acquisition-of-spirent/
respectively by
no later than 12 noon on the business day following the date of
this Announcement. For the avoidance of doubt, the contents of the
websites referred to in this Announcement are not incorporated into
and do not form part of this Announcement.
Scheme Shareholders and Spirent Shareholders may request a
hard copy of this Announcement by contacting Equiniti Limited, by:
(i) submitting a request in writing to Equiniti at Aspect House,
Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom; or
(ii) contacting Equiniti between 8:30 a.m. and 5:30 p.m. (UK time),
Monday to Friday (excluding English and Welsh public holidays), on
+44 (0) 333 123 0367 (calls from outside the UK will be charged at
the applicable international rate and you should use the country
code when calling from outside the UK) - calls may be recorded and
monitored for training and security purposes. You must provide your
full name and the full address to which the hard copy may be sent.
Shareholders may also request that all future documents,
announcements and information to be sent to you in relation to the
Acquisition should be in hard copy form.
If
you are in any doubt about the contents of this Announcement or the
action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or accountant, or from an independent
financial adviser duly authorised under the Finance Services and
Markets Act 2000 (as amended).
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede
them.
APPENDIX
EXPECTED TIMETABLE OF
PRINCIPAL EVENTS
The following indicative timetable is based on
Spirent's and Keysight's current expected dates for the
implementation of the Scheme and is subject to change. If any of
the dates and/or times in this expected timetable change, the
revised dates and/or times will be notified to Spirent Shareholders
by announcement through the Regulatory Information Service of the
London Stock Exchange.
Event
|
Time and/or
date(1)
|
Publication of this Document
|
25 April
2024
|
Latest time for lodging Forms of Proxy for
the:
|
|
Court Meeting (blue Form of Proxy)
|
by 10:30 a.m. on 20
May 2024(2)
|
General Meeting (yellow Form of Proxy)
|
by 10:45 a.m. on 20
May 2024(3)
|
Voting Record Time
|
6:30 p.m. on 20 May
2024(4)
|
Court
Meeting
|
10:30 a.m. on 22 May
2024(5)
|
General
Meeting
|
10:45 a.m. on 22 May
2024(6)
|
The
following dates and times associated with the Scheme are subject to
change and will depend on, among other things, the date on which
the Conditions to the Scheme are satisfied or, if capable of
waiver, waived, and the date on which the Court sanctions the
Scheme. Spirent will give adequate notice of all of these dates and
times, when known, by issuing an announcement through a Regulatory
Information Service, with such announcement being made available on
Spirent's and Keysight's websites at
https://corporate.spirent.com
and
https://investor.keysight.com/investor-resources/proposed-acquisition-of-spirent/. Further updates and changes to
these times will be notified in the same way. See also note
(1).
|
Scheme Court Hearing
|
a date that will be
no later than 14 days after the satisfaction (or, if applicable,
waiver) of the Conditions (other than Condition 2.3(a) ("D")
|
Last day for dealings in, and for the
registration of transfer of, and disablement in CREST of, Spirent
Shares
|
D+1 Business
Day
|
Scheme Record Time
|
6:00 p.m. on D+1
Business Day
|
Suspension of listing and dealings in Spirent
Shares
|
by 7:30 a.m. on D+2
Business Days
|
Payment of the Permitted Dividend
|
prior to the
Effective Date(7)
|
Payment of the Additional Dividend
|
if the Additional
Dividend is declared, prior to the Effective
Date(8)
|
Effective Date
of the Scheme
|
D+2 Business
Days(9)(10)
|
Cancellation of listing of Spirent
Shares
|
by 7:30 a.m. on D+3
Business Days
|
Latest date for despatch of cheques and
crediting of CREST accounts for cash consideration due under the
Scheme
|
within 14 days of the
Effective Date
|
Long Stop Date
|
29 September 2025
(11)
|
The dates and times given are
indicative only and are based on current expectations and are
subject to change (including, amongst other things, the date on
which the regulatory (and other) Conditions to the Scheme are
satisfied or, if capable of wavier, waived and the date on which
the Court sanctions the Scheme, as well as the date on which the
Court Order sanctioning the Scheme is delivered to the Registrar of
Companies).
(1)
References to times are to London, United Kingdom time unless
otherwise stated. If any of the times and/or dates above change,
the revised times and/or dates will be notified to Spirent
Shareholders by announcement through a Regulatory Information
Service, with such announcement being made available on Spirent's
and Keysight's websites at https://corporate.spirent.com
and
https://investor.keysight.com/investor-resources/proposed-acquisition-of-spirent/.
Participants in the Spirent Share Plans will be contacted
separately to inform them of the effect of the Scheme on their
rights under the Spirent Share Plans, including details of any
appropriate proposals being made and dates and times relevant to
them.
(2)
It is requested that blue Form of Proxy for the Court Meeting be
lodged by 10:30 a.m. on 20 May 2024 (being not later than 48 hours
prior to the time appointed for the Court Meeting) or, if the Court
Meeting is adjourned, the time fixed for any adjourned Court
Meeting (excluding any part of such 48-hour period falling on a
non-working day). If the blue Form of Proxy is not lodged by this
time, it may be: (i) scanned and emailed to Equiniti at the
following email address: proxyvotes@equiniti.com;
or (ii) handed to the Chair, or the Company's Registrar, Equiniti,
on behalf of the Chair, in each case, prior to the commencement of
the Court Meeting (or any adjournment thereof).
(3)
In order to be valid, the yellow Form of Proxy for the General
Meeting must be received by 10:45 a.m. on 20 May 2024 or, if the
General Meeting is adjourned, 48 hours prior to the time fixed for
the adjourned General Meeting (excluding any part of such 48-hour
period falling on a non-working day). If the yellow Form of Proxy
is not lodged by the relevant time, it will be invalid.
(4)
If either the Court Meeting or the General Meeting is adjourned,
the Voting Record Time for the relevant adjourned meeting will be
6:30 p.m. on the day which is two Business
Days prior to the date of the adjourned meeting.
(5)
To commence at 10:30 a.m. The Court Meeting will be held at the
offices Linklaters LLP at One Silk Street, London EC2Y
8HQ.
(6)
To commence at 10:45 a.m. or as soon thereafter as the Court
Meeting concludes or is adjourned. The General Meeting will be held
at the offices of Linklaters LLP at One Silk Street, London EC2Y
8HQ.
(7)
The Permitted Dividend is intended and expected to be declared by
the Spirent Board and will be payable to Spirent Shareholders at
any time before the Effective Date to Spirent Shareholders on the
register of members at the relevant record date. Payment of the
Permitted Dividend is not conditional upon the Effective Date
occurring. The Permitted Dividend will be paid via either a
standing electronic payment mandate with the Company's Registrar
for the purpose of receiving dividend payments or a despatch of
cheques (as applicable) on a date prior to the Effective Date. In
accordance with the LSE Rules, payment of the Permitted Dividend
must be at least 10 Business Days following the relevant record
date.
(8)
If the Effective Date has not occurred by 30 June 2025, the Spirent
Board may declare the Additional Dividend. If declared, the
Additional Dividend will be payable at any time thereafter and
before the Effective Date to Spirent Shareholders on the register
of members at the relevant record date. Payment of the Additional
Dividend is not conditional upon the Effective Date occurring. If
the Additional Dividend is declared, it will be paid via either a
standing electronic payment mandate with the Company's Registrar
for the purpose of receiving dividend payments or a despatch of
cheques (as applicable) on a date prior to the Effective Date. In
accordance with the LSE Rules, payment of the Permitted Dividend
must be at least 10 Business Days following the relevant record
date.
(9)
The Scheme will become Effective as soon as a copy of the Court
Order has been delivered to the Registrar of Companies. This is
expected to occur following suspension of trading in Spirent Shares
and the Scheme Record Time. The events which are stated as
occurring on subsequent dates are conditional on the Effective Date
and operate by reference to this date.
(10) It is
expected that the Scheme will become Effective during the first
half of Keysight's next fiscal year (being 1 November 2024 to 30
April 2025).
(11) This is
the latest date by which the Scheme may become Effective. However,
the Long Stop Date may be extended to such later date as (i)
Keysight may specify with the written agreement of Spirent; or (ii)
in a competitive situation, Keysight may specify with the Panel's
consent; or (iii) the Panel may direct under the Note on Section 3
of Appendix 7 to the Takeover Code, and in each case as the Court
may approve (if such approval is required).
|