Recommended Cash Offer by Keysight for Spirent Communications PLC
28 Marzo 2024 - 6:05AM
Business Wire
- Spirent’s business is highly attractive and well-aligned with
Keysight’s long-term software-centric solutions strategy
- Expected new serviceable available market opportunities of up
to US$1.5 billion
- Offer is for a cash consideration of 199 pence per share
- Spirent’s board of directors intend to unanimously recommend
the offer
Keysight Technologies (NYSE: KEYS), today announced its
intention to acquire the entire issued and to be issued share
capital of Spirent Communications PLC (London Stock Exchange
Symbol: SPT) ("Spirent”) for a cash consideration of 199 pence per
Spirent share which values Spirent at approximately £1,158 million
(US$ $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.”
There can be no assurance that the proposed transaction, which
is detailed in the formal announcement available at
https://investor.keysight.com/investor-resources/proposed-acquisition-of-spirent,
will be consummated.
About Spirent Communications plc
Spirent Communications plc (LSE: SPT) is the leading global
provider of automated test and assurance solutions for networks,
cybersecurity, and positioning. The Company provides innovative
products, services and managed solutions that address the test,
assurance and automation challenges of a new generation of
technologies, including 5G, SD-WAN, Cloud, autonomous vehicles and
beyond. From the lab to the real world, Spirent helps companies
deliver on their promise to their customers of a new generation of
connected devices and technologies. Further information about
Spirent Communications plc can be found at https://corporate.spirent.com/.
About Keysight Technologies
At Keysight (NYSE: KEYS), we inspire and empower innovators to
bring world-changing technologies to life. As an S&P 500
company, we’re delivering market-leading design, emulation, and
test solutions to help engineers develop and deploy faster, with
less risk, throughout the entire product lifecycle. We’re a global
innovation partner enabling customers in communications, industrial
automation, aerospace and defense, automotive, semiconductor, and
general electronics markets to accelerate innovation to connect and
secure the world. Learn more at Keysight Newsroom and
www.keysight.com.
Source: IR-KEYS
1 Exchange rate used for the conversion of GBP into USD is
1.2626.
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version on businesswire.com: https://www.businesswire.com/news/home/20240328949831/en/
INVESTOR CONTACT: Jason Kary +1 707-577-6916 jason.kary@keysight.com
MEDIA CONTACT: Teneo +44 (0)20 7260 2700; +1 (212) 886 1600
Martin Robinson Olivia Peters Olivia Lucas keysight@teneo.com
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