Result of Shareholder Meeting

Spirent Communications PLC

22 May 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

Recommended Cash Acquisition

of

SPIRENT COMMUNICATIONS PLC ("SPIRENT")

by

KEYSIGHT TECHNOLOGIES, INC. ("KEYSIGHT")

Results of Shareholder Meetings

Spirent is pleased to announce that at the Court Meeting and General Meeting of Spirent Shareholders held earlier today in connection with the recommended acquisition of the entire issued and to be issued share capital of Spirent by Keysight (the "Keysight Offer") to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006, the resolutions proposed were duly passed.

Full details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document published on 25 April 2024 in connection with the Keysight Offer (the "Keysight Offer Scheme Document").

At the Court Meeting, a majority in number of Scheme Shareholders, who voted (and were entitled to vote, either in person or by proxy) and who together represented 75% or more by value of the Scheme Shares held by the Scheme Shareholders present and voting, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed. At the General Meeting, the Special Resolution to approve the Scheme and provide for its implementation was also passed by the requisite majority of Spirent Shareholders (either in person or by proxy).

COURT MEETING The voting on the resolution to approve the Scheme was taken on a poll and the results were as follows:

Number of Scheme Shareholders voting: For: 153 (84.53%)   Against: 28 (15.47%)

Number of votes: For: 306,078,996 (98.15%)   Against: 5,760,553 (1.85%)

Percentage of eligible Scheme Shares voted:            For: 52.90%   Against: 1.00%

GENERAL MEETING The voting on the Special Resolution to approve and provide for implementation of the Scheme was taken on a poll and the results were as follows:

Number of votes: For: 302,292,684 (98.14%) Against: 5,741,917 (1.86%) Withheld: 185,001

Completion of the acquisition remains subject to the satisfaction or, if applicable, waiver of the other Conditions set out in the Keysight Offer Scheme Document, including (but not limited to) to certain regulatory approvals as well as the Court sanctioning the Scheme at the Scheme Court Hearing. Subject to the satisfaction of those regulatory conditions and the Scheme receiving the sanction of the Court, the Scheme is expected to become effective during the first half of Keysight's next fiscal year (being 1 November 2024 to 30 April 2024).

A copy of the special resolution passed at the General Meeting will be submitted to the Financial Conduct Authority and will shortly be available for inspection on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Defined terms used but not defined in this announcement have the meanings set out in the Keysight Offer Scheme Document dated 25 April 2024.

All references to times in this announcement are to London time, unless otherwise stated.

Enquiries: Keysight Technologies, Inc.	Tel: [phone]
Jason A. Kary, Vice President, Treasurer & Investor Relations Jeffrey K. Li, Senior Vice President, General Counsel & Secretary
Centerview (Joint Lead Financial Adviser to Keysight)
London: Hadleigh Beals, Alex Gill, Ben Hodgson Menlo Park: Steve Miller, Jack MacDonald, Marc Murray	Tel: [phone] Tel: [phone]
Evercore (Joint Lead Financial Adviser to Keysight)
London: Julian Oakley, Tariq Ennaji, Alex Bennett New York: Tom Stokes, Kunal Chakrabati, Riva Margolis	Tel: [phone] Tel: [phone]
Teneo (Public Relations Adviser to Keysight)	Tel: [phone]
Martin Robinson Olivia Peters Olivia Lucas
Spirent Communications plc	Tel: [phone]
Eric Updyke, Chief Executive Officer Paula Bell, Chief Financial & Operations Officer Angus Iveson, Company Secretary & General Counsel
Rothschild & Co (Joint Lead Financial Adviser to Spirent)	Tel: [phone]
Aadeesh Aggarwal Albrecht Stewen Mitul Manji
UBS (Joint Lead Financial Adviser and Corporate Broker to Spirent)	Tel: [phone]
Craig Calvert Sandip Dhillon Josh Chauhan
Jefferies (Financial Adviser and Corporate Broker to Spirent)	Tel: [phone]
Philip Yates Phil Berkowitz Ed Matthews
Dentons Global Advisors (Public Relations Adviser to Spirent)	Tel: [phone]
James Melville-Ross Humza Vanderman Leah Dudley

Freshfields Bruckhaus Deringer LLP is retained as legal adviser to Keysight.

Linklaters LLP is retained as legal adviser to Spirent.

BNP Paribas Securities Corp. and Citibank, N.A. are providing financing to Keysight and have also provided financial advice to Keysight in relation to the Acquisition.

This announcement contains inside information in relation to Spirent. The person responsible for arranging the release of this announcement on behalf of Spirent is Angus Iveson, Company Secretary & General Counsel.

Important Notices

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Spirent and no one else in connection with the Acquisition and the Scheme and will not be responsible to anyone other than Spirent for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with the Acquisition or the Scheme or any matter referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained in this announcement, the Spirent Acquisition, the Scheme or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this announcement.

UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS is acting exclusively as financial adviser and corporate broker to Spirent and no one else in connection with the Acquisition and the Scheme. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the Scheme, the contents of this announcement or any other matter referred to herein.

Jefferies International Limited ("Jefferies") is authorised and regulated in the UK by the Financial Conduct Authority. Jefferies is acting exclusively as financial adviser and corporate broker to Spirent and no one else in connection with the Acquisition and the Scheme, and will not be responsible to anyone other than Spirent for providing the protections afforded to clients of Jefferies, nor for providing advice in connection with the Acquisition or Scheme or any matter referred to herein. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained in this announcement, the Acquisition or Scheme or otherwise. No representation or warranty, express or implied, is made by Jefferies as to the contents of this announcement.

Centerview Partners UK LLP ("Centerview"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Keysight and no one else in connection with the Acquisition and the Scheme and will not be responsible to anyone other than Keysight for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement. Neither Centerview nor any of its affiliates, nor any of Centerview's and such affiliates' respective members, directors, officers, controlling persons or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Centerview in connection with this announcement, any statement contained herein, the Acquisition, the Scheme or otherwise.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Keysight and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Keysight for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000 and successor legislation, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Keysight or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained herein.

BNP Paribas Securities Corp. ("BNP Paribas") is authorised and regulated by the European Central Bank and the Autorité de Contrôle Prudentiel et de Résolution. BNP Paribas is authorised by the Prudential Regulation Authority and is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of our regulation by the Prudential Regulation Authority are available from us on request. BNP Paribas has its registered office at 16 Boulevard des Italiens, 75009 Paris, France and is registered with the Companies Registry of Paris under number 662 042 449 RCS and has ADEME identification number FR200182_03KLJ. BNP Paribas London Branch is registered in the UK under number FC13447 and UK establishment number BR000170, and its UK establishment office address is 10 Harewood Avenue, London NW1 6AA. BNP Paribas is acting as financial adviser exclusively for Keysight and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Keysight for providing the protections afforded to clients of BNP Paribas or for providing advice in relation to the matters described in this announcement, the Scheme or any transaction or arrangement referred to herein.

Citigroup Global Markets Inc. ("Citigroup"), which is a registered broker-dealer regulated by the US Securities and Exchange Commission ("SEC"), is acting exclusively for Keysight and for no one else in connection with the Acquisition, the Scheme and other matters described in this announcement, and will not be responsible to anyone other than Keysight for providing the protections afforded to clients of Citigroup nor for providing advice in connection with the Acquisition and the Scheme or any other matters referred to in this announcement. Neither Citigroup nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Citigroup in connection with this announcement, any statement contained herein, the Acquisition, the Scheme or otherwise.

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

This announcement has been prepared for the purpose of complying with English law, the Takeover Code and the Listing Rules and 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 and regulations of jurisdictions outside England and Wales.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 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(s), 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 3.30 pm (London time) on the business day following the date of the relevant dealing.

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, 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 Takeover 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. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on Website

A copy of this announcement will be made available on Spirent's and Keysight's websites https://corporate.spirent.com/ and https://investor.keysight.com/investor-resources/proposed-acquisition-of-spirent/  respectively by no later than 12 noon (London time) on 23 May 2024. For the avoidance of doubt, the contents of those websites are not incorporated and do not form part of this announcement.

 

END