Keysight touts progress on Spirent acquisitionKeysight touts progress on Spirent acquisition

On March 28, 2024, the boards of Spirent Communications PLC (London Stock Exchange Symbol: SPT) ("Spirent") and Keysight Technologies, Inc. (NYSE: KEYS) ("Keysight") announced that they had reached an agreement on the terms and conditions of a recommended all-cash acquisition of the entire issued and to be issued ordinary share capital of Spirent (the "Acquisition"), to be effected through a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. On May 22, 2024, the relevant resolutions proposed at the Court Meeting and General Meeting of Spirent Shareholders relating to the Acquisition were duly passed.

Proposed divestment

In connection with satisfying the regulatory conditions set out in the Scheme document, Keysight is proposing to divest Spirent's high-speed ethernet and network security business lines (the "Divestment Business"). With support and assistance from Spirent, Keysight has commenced a competitive auction process with a view to completing a sale of the Divestment Business simultaneously with the Acquisition becoming effective.

SAMR review

Consistent with Keysight's approach to proactively addressing regulatory processes, Keysight has been engaging with the State Administration for Market Regulation of the People’s Republic of China (the "PRC") ("SAMR"). Keysight and Spirent are committed to continued engagement with SAMR to obtain clearance for the Acquisition under the Anti-Monopoly Law of the PRC, and accordingly filed the Acquisition for clearance by SAMR on November 25, 2024.

FDI approvals

Keysight confirms that the French Ministry for the Economy, Finance, and Industry has granted a conditional authorization of the Acquisition. In addition, Keysight confirms that the Acquisition has been approved by the German Federal Ministry for Economic Affairs and Climate Action and by the UK's Chancellor of the Duchy of Lancaster under the National Security and Investment Act 2021. Accordingly, Conditions 3.4, 3.5 and 3.6 set out in Part A of Part III of the Scheme Document have been satisfied.

Timing of the Acquisition

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.

With support and assistance from Spirent, Keysight remains committed to working quickly to satisfy the Conditions to the Acquisition, and Keysight continues to expect the Scheme to become effective during the first half of Keysight's current fiscal year (period ending April 30, 2025). The precise timing for closing of the Acquisition remains subject to the pending regulatory clearances. The parties continue to keep the timetable under close review and will provide any updates as required.

Read the full press release here.

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