Keysight Announces Launch of Cash Tender Offer for Remaining Shares of ESI Group

Keysight Technologies, Inc. (NYSE: KEYS) (“Keysight”) announced today that the public tender offer filed through its fully owned subsidiary Keysight Technologies Netherlands B.V. for ESI Group’s shares (the “Offer”) will be opened tomorrow, December 1, 2023, following approval by the French markets regulator, Autorité des Marchés Financiers (“AMF”).

The AMF declared the Offer compliant on November 28, 2023, and granted its approval (“visa”) of Keysight’s offer document (the “Offer Document”) and ESI Group’s reply document (the “Note in Response”), respectively under numbers 23-492 and 23-493. Documents containing additional information related to the legal, financial, accounting or other aspects of Keysight Technologies Netherlands B.V. and ESI Group have been filed with the AMF on November 28, 2023, and made available to the public on November 29, 2023, in accordance with the provisions of Article 231-28 of the AMF’s General Regulation.

The Offer, at a price of 155 euros per share, will be open from December 1, 2023 (inclusive) through January 8, 2024 (inclusive).

Earlier this month, Keysight Technologies Inc., through its fully owned subsidiary Keysight Technologies Netherlands B.V., completed the acquisition of 50.6% of the shares of ESI Group for 155 euros per share. The Board of Directors and management of ESI Group fully support the Keysight offer, and consider that it is in the best interests of ESI Group, its employees, and its shareholders, and recommend that they tender their shares.

You will find further information and the documents related to the transaction (notably the Offer Document and the Note in Response) at the following websites:

• www.esi-group.com
• www.amf-france.org

Individual ESI Group shareholders residing in France may call the French toll-free number, 0805 38 57 78, Monday – Friday, from 9:30am to 5:00pm CET with any questions regarding the Offer.

Georgeson is acting as proxy agent for the institutional shareholders of ESI Group (contact: Matthieu Simon-Blavier, Head of Market France, [e-mail]).

SPECIAL NOTICE TO SHAREHOLDERS IN THE UNITED STATES

The Offer is made for the shares of ESI Group, a company organized under French law, and is subject to French disclosure and procedural requirements, which are different from those of the United States. Shareholders in the United States are advised that the shares of ESI Group are not listed on a U.S. securities exchange and that ESI Group is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.

The Offer is made in the United States pursuant to Section 14(e) and Regulation 14E of the U.S. Exchange Act, subject to exemptions provided by Rule 14d-1(c) under the U.S. Exchange Act for a Tier I tender offer (the “Tier I Exemption”), and otherwise in accordance with the disclosure and procedural requirements of French law, including with respect to withdrawal rights, the offer timetable, squeeze-out, settlement procedures, waiver of conditions and timing of payments, which are different from those applicable under U.S. domestic tender offer procedures and law. Holders of the shares of ESI Group domiciled in the United States (the “U.S. Holders”) are encouraged to consult with their own advisors regarding the Offer.

The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of ESI Group to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to ESI Group’s other shareholders.

As permitted under the Tier I Exemption, the settlement of the Offer is based on the applicable French law provisions, which differ from the settlement procedures customary in the United States, particularly as regards to the time when payment of the consideration is rendered. The Offer, which is subject to French law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, in particular the Tier I Exemption. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person.

It may be difficult for ESI Group’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since ESI Group is located outside the United States, and some or all of its officers and directors may be residents of countries other than the United States. ESI Group’s shareholders may not be able to sue ESI Group or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel ESI Group and/or its respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

To the extent permissible under applicable law or regulations, Keysight and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Keysight or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of ESI Group outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In addition, to the extent permissible under applicable law or regulation, the financial advisors to Keysight may also engage in ordinary course trading activities in securities of ESI Group, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Information regarding such purchases or agreements will be published by the AMF on its website (www.amf-france.org).

The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither Keysight nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements as defined in the Securities Exchange Act of 1934 and is subject to the safe harbors created therein. The words “expect,” “intend,” “will,” “should,” and similar expressions, as they relate to Keysight and the ESI Group, are intended to identify forward-looking statements. These forward-looking statements involve risks and uncertainties that could significantly affect the expected results and are based on certain key assumptions of Keysight and ESI Group’s management and on currently available information. Due to such uncertainties and risks, no assurances can be given that such expectations or assumptions will prove to have been correct, and readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Keysight undertakes no responsibility to publicly update or revise any forward-looking statement. The forward-looking statements contained herein include, but are not limited to, predictions, future guidance, projections, beliefs, and expectations about the company’s goals, revenues, financial condition, earnings, and operations that involve risks and uncertainties that could cause Keysight and or ESI Group’s results to differ materially from management’s current expectations. Such risks and uncertainties include, but are not limited to, impacts of global economic conditions such as inflation or recession, slowing demand for products or services, volatility in financial markets, reduced access to credit, increased interest rates, supply chain constraints; impacts of geopolitical tension and conflict outside of the U.S., export control regulations and compliance; net zero emissions commitments; customer purchasing decisions and timing; and order cancellations.

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

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