
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
RECOMMENDED CASH ACQUISITION
of
by
to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
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UPDATE ON REGULATORY CONDITIONS AND EXTENSION OF LONG STOP DATE
Background
On
As announced by
Update on Regulatory Conditions and Extension of Long Stop Date
As announced previously by Keysight, clearance from the
Long Stop Date Extension
As a contingency and due to Keysight's continued engagement with SAMR, Keysight and
Keysight and
Next steps
The parties will make a further announcement on or before
Further details of the September Court Hearing will be available on the Business and Property Courts Rolls
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 (the "Conditions") including the Condition relating to sanction of the Scheme by the Court. The parties continue to keep the timetable under close review and will provide any updates as required.
Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.
Enquiries:
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Tel: +1 (707) 577-6915 |
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Centerview (Joint Lead Financial Adviser to Keysight) |
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Tel: +44 (0)20 7409 9700 |
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Tel: +1 (650) 822 5800 |
Evercore (Joint Lead Financial Adviser to Keysight) |
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Tel: +44 (0)20 7653 6000 |
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Tel: +1 (212) 857 3100 |
Teneo (Public Relations Adviser to Keysight) |
Tel: +44 (0)20 7260 2700 |
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Tel: +44 (0)12 9376 7676 |
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Tel: +44 (0)20 7567 8000 |
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Tel: +44 (0)20 7280 5000 |
Aadeesh Aggarwal |
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Jefferies (Financial Adviser and Corporate Broker to |
Tel: +44 (0)20 7029 8000 |
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Tel: +44 (0) 20 7038 7419 |
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Important Notices
UBS AG London Branch ("
Citigroup, which is a registered broker-dealer regulated by the
In accordance with normal
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
Overseas Shareholders
The release, publication, or distribution of this announcement in or into certain jurisdictions other than the
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 Spirent Shareholders who are not resident in the
The Acquisition shall be subject to the applicable requirements of English law, the Takeover Code, the Panel, the
Additional Information for US Investors
The Acquisition relates to shares of a
Accordingly, the Acquisition is subject to the disclosure and procedural requirements applicable in the
Neither the
However, if Keysight were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would in addition need to be made in compliance with any applicable US laws and regulations, including any applicable exemptions under the US Exchange Act. Such a takeover would be made in the US by Keysight and no one else.
In the event that the Acquisition is implemented by way of a Takeover Offer, in accordance with normal
In accordance with normal
The receipt of consideration by a US shareholder or holder of Spirent ADRs pursuant to the Scheme will likely 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.
Financial information relating to
Forward-looking Statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by
The forward-looking statements contained in this announcement may relate to
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
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
The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to
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
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
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
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 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. 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.
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
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
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. Spirent Shareholders may request a hard copy of this announcement by contacting
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 Financial 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.
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