Keysight Announces the Filing of a Tender Offer for all Remaining Outstanding Shares of ESI Group at a Price of 155 Euros Per Share

Keysight Technologies, Inc. (NYSE: KEYS), which currently owns 50.6% of the share capital and 46.3% of the theoretical voting rights of ESI Group SA (Euronext Paris Symbol: ESI) (“ESI Group”), today announces the filing of the tender offer for all remaining outstanding shares of ESI Group.

Following the completion of the acquisition by Keysight of 50.6% of the shares of ESI Group announced on November 3rd, 2023, Keysight Technologies Inc., through its fully owned subsidiary Keysight Technologies Netherlands B.V., filed today a draft mandatory tender offer (« offre publique d’achat ») with the French Autorité des marchés financiers (the “AMF”) to acquire all the outstanding shares issued by ESI Group not already held by Keysight (the "Offer"), at a price of 155 euros per share in cash.

J.P. Morgan SE and BNP Paribas are acting as presenting banks on the Offer, with BNP Paribas acting as guaranteeing bank.

Pursuant to article 231-26 II of the general regulation of the AMF, a news release presenting the main elements of the draft note in response (projet de note en réponse) and explaining how the Offer documents are being made available will be published today on the ESI Group investor relations website and on the AMF website. The tender offer, as well as the draft offer document, will remain subject to review by the AMF, which will assess their conformity with the relevant legal and regulatory provisions.

UNANIMOUS FAVORABLE OPINION OF THE OFFER

ESI Group’s board of directors carefully reviewed the Offer filed by Keysight with the AMF, the decisions from the ad hoc committee appointed in the context of the Offer, and the report issued by Finexsi, the independent expert appointed by the Board, which concludes that the terms of the Offer and the possible squeeze-out that Keysight could implement at the end of the Offer are fair from a financial point of view. Based on this, the Board unanimously concluded that, in its reasoned opinion, the Offer was in the best interests of ESI Group, its shareholders and its employees.

The Board noted that the Offer price of €155.0 per share represents a premium of 72% to the closing price of 90.0 euros per share on 17 May 2023, the last business day prior to the announcement by ESI Group of the existence of preliminary discussions with certain third parties in response to press rumors (the "Leak Announcement Date"); and of 95% to the volume weighted average price of 79.4 euros per share for the three months up to the Leak Announcement Date, which will enable shareholders to benefit from a significant premium in relation to the recent stock market performance of ESI Group shares.

ESI GROUP ANNOUNCES CHANGES TO ITS BOARD OF DIRECTORS AND LEADERSHIP TEAM

Following the issuance of the favorable reasoned opinion on the Offer, ESI Group acknowledges the resignation effective 6 November 2023 of (i) Cristel de Rouvray as member of the Board and Chairwoman of the Strategic Committee, (ii) Véronique Jacq as member of the Board and member of the Audit Committee and the Strategic Committee, (iii) Yves de Balmann as member of the Board and member of the Compensation / Nomination and Governance / CSR committee and the Strategic Committee and (iv) Alex Davern as member of the Board, Chairman of the Board, and member of the Strategic Committee and Compensation / Nomination and Governance / CSR committee.

The Board has unanimously decided to appoint (i) Hamish Gray as Board member to replace Véronique Jacq, (ii) Jo Ann Juskie as Board member to replace Cristel de Rouvray and (iii) Jason Kary as Board member to replace Yves de Balmann, in each case for the remaining duration of the term of office of the resigning Board member. These appointments are subject to the ratification by the next General Meeting planned in June 2024.

The Board also appointed Hamish Gray as the new Chairman of the Board.

Finally, the Board appointed Jason Kary and Rajani Ramanathan as members of the Audit Committee and Jo Ann Juskie and Patrice Soudan as members of the Compensation/Nomination & Governance/CSR Committee. The Strategic Committee was terminated.

Cristel de Rouvray, CEO of ESI Group, has tendered her resignation, effective November 6, 2023. The Board appointed Olfa Zorgati (current Deputy CEO, directrice Générale adjointe) as the new CEO (directrice générale).

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.

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. Furthermore, completion of the Offer is subject to various conditions and there can be no assurances that the transaction will be consummated.

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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