Publication of Scheme Document

Spirent Communications PLC

25 April 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

FOR IMMEDIATE RELEASE                                                          

25 April 2024

RECOMMENDED CASH OFFER

FOR

SPIRENT COMMUNICATIONS PLC ("SPIRENT")

by

KEYSIGHT TECHNOLOGIES INC. ("KEYSIGHT")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

PUBLICATION OF THE SCHEME DOCUMENT

On 28 March 2024, the boards of Spirent and Keysight announced that they had reached agreement on the terms of a recommended cash acquisition for the entire issued and to be issued share capital of Spirent by Keysight (the "Acquisition"). It is intended that the Acquisition will be effected by means of a court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Keysight Offer Scheme").

Publication of Scheme Document

Spirent and Keysight are pleased to announce that in connection with the Keysight Offer Scheme, the scheme document is being either sent or made available to shareholders of Spirent today (the "Keysight Offer Scheme Document"). The Keysight Offer Scheme Document sets out, amongst other things, a letter from the Chairman of Spirent, the full terms and conditions of the Keysight Offer Scheme, an explanatory statement, notices of the required meetings, an expected timetable of principal events and details of the action to be taken by shareholders of Spirent.

Hard copies of the Keysight Offer Scheme Document and/or a website notification of availability (providing details of the website where the Keysight Offer Scheme Document may be accessed) are being sent to shareholders of Spirent (depending on communication preferences selected). Hard copies of the Forms of Proxy for the court meeting (the "Keysight Offer Court Meeting") and the Spirent general meeting in connection with the Keysight Offer Scheme (the "Keysight Offer General Meeting" and together with the Keysight Offer Court Meeting, the "Keysight Offer Shareholder Meetings") are being posted to shareholders of Spirent.

Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Keysight Offer Scheme Document. All references to times in this Announcement are to London, United Kingdom times unless stated otherwise.

Notices of the Keysight Offer Shareholder Meetings and Action to be taken

As described in the Keysight Offer Scheme Document, in order to become Effective the Keysight Offer Scheme will require, among other things, that the requisite majority of (i) eligible Scheme Shareholders (as defined in the Keysight Offer Scheme Document) vote in favour of the Keysight Offer Scheme at the Keysight Offer Court Meeting; and (ii) eligible Spirent Shareholders vote in favour of the Special Resolution at the Keysight Offer General Meeting. The Keysight Offer Scheme is also subject to the satisfaction or waiver of the other Conditions and further terms as described more fully in the Keysight Offer Scheme Document.

The Keysight Offer Court Meeting and the Keysight Offer General Meeting to approve the Scheme (and the steps contemplated by the Scheme) are scheduled to be held at 10:30 a.m. and 10:45 a.m. (or as soon thereafter as the Court Meeting concludes or is adjourned) respectively, each on 22 May at 2024 at the offices of Linklaters LLP, at One Silk Street, London EC2Y 8HQ.

Subject to approval at the relevant Keysight Offer Shareholder Meetings, sanction of the Court and the satisfaction (or waiver, where applicable) of the other Conditions (including the satisfaction of certain regulatory conditions) set out in further detail in the Keysight Offer Scheme Document, the Scheme is expected to become effective during the first half of Keysight's next fiscal year (being 1 November 2024 to 30 April 2025).

Shareholders of Spirent are asked to submit proxy appointments and instructions for the Keysight Offer Court Meeting and the Keysight Offer General Meeting as soon as possible, using any of the methods described in the Keysight Offer Scheme Document (by post, online or electronically through CREST). Shareholders of Spirent are also strongly encouraged to appoint "the Chair of the meeting" as their proxy.

It is important that, for the Keysight Offer Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of Scheme Shareholder (as that term is defined in the Keysight Offer Scheme Document) opinion. Therefore, Scheme Shareholders strongly urged to sign and return both of their Forms of Proxy (by post, online or electronically through CREST).

Any changes to the arrangements for the either the Keysight Offer Court Meeting or Keysight Offer General Meeting will be communicated to shareholders of Spirent beforehand, through Spirent's website at https://corporate.spirent.com and by announcement through a Regulatory Information Service.

Recommendations

The Spirent Directors, who have been so advised by Rothschild & Co and UBS as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their financial advice to the Spirent Directors, Rothschild & Co and UBS have taken into account the commercial assessments of the Spirent Directors. Rothschild & Co and UBS are providing independent financial advice to the Spirent Directors for the purposes of Rule 3 of the Takeover Code.

The Spirent Directors considered that the Acquisition represents a superior proposition for Spirent Shareholders relative to the Viavi Offer, with the Acquisition Price representing an increase of 26.5 pence per Spirent Share relative to the earlier cash offer made by Viavi Solutions Acquisitions Limited for the entire issued and to be issued share capital of Spirent, announced on 5 March 2024 (the "Viavi Offer"). The Spirent Directors consider that the terms of the Acquisition are in the best interests of Spirent Shareholders as a whole. The Spirent Directors have unanimously withdrawn their recommendation of the Viavi Offer, and announced on 17 April 2024 their intention to indefinitely adjourn the Viavi Offer Shareholder Meetings. Accordingly, the Spirent Directors unanimously recommend that Scheme Shareholders vote in favour of the Keysight Offer Scheme at the Keysight Offer Court Meeting and Spirent Shareholders vote in favour of the Special Resolution to be proposed at the Keysight Offer General Meeting.

Spirent Shareholders should note that, for the avoidance of doubt, Spirent's annual general meeting, to be held at 12.30 p.m. on 1 May 2024 at the offices of UBS, 5 Broadgate, London EC2M 2QS, will proceed as scheduled and is not affected by the proposed adjournment of the Viavi Offer Shareholder Meetings announced on 17 April 2024. Please see the notice of annual general meeting published by Spirent on 27 March 2024, available at https://corporate.spirent.com/shareholder-information/agm, for further information.

Timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in the Appendix to this Announcement. The Keysight Offer Scheme remains conditional on the approval by the requisite majority of eligible Scheme Shareholders at the Keysight Offer Court Meeting, the requisite majority of Spirent Shareholders at the Keysight Offer General Meeting and the satisfaction or waiver of the other Conditions set out in the Keysight Offer Scheme Document, including the sanction of the Court.

Information for Spirent Shareholders

In accordance with Rule 26.1 of the Takeover Code, copies of this Announcement and the Scheme Document will be available on Spirent and Keysight websites at https://corporate.spirent.com and https://investor.keysight.com/investor-resources/proposed-acquisition-of-spirent/ by no later than 12 noon on the business day following this Announcement, up to and including the Effective Date. For the avoidance of doubt, the contents of these websites are not incorporated by reference and do not form part of this Announcement.

For information purposes only, the Scheme Document will also be sent, or made available, to holders of options over Spirent Shares and persons with information rights.

A copy of the Scheme Document will also be submitted to the National Storage Mechanism, where it will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.Shareholder helpline

If shareholders of Spirent have any questions about this Announcement, the Scheme Document, the Court Meeting or the General Meeting, or are in doubt about the procedure for completing and returning of the Forms of Proxy, please contact Equiniti Limited, Spirent's Registrar, on [phone]. Lines are open from 8:30 a.m. to 5:30 p.m. Monday to Friday (excluding English and Welsh public holidays). Calls to these numbers from outside the UK will be charged at international rates. Different charges may apply to calls made from mobile telephones. Calls may be recorded and randomly monitored for security and training purposes. Please note that Equiniti Limited cannot provide legal, tax or financial advice.

Enquiries:

Keysight Technologies Inc.	Tel: [phone]
Jason A. Kary, Vice President, Treasurer & Investor Relations Jeffrey K. Li, Senior Vice President, General Counsel & Secretary
Centerview Partners UK LLP (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 Partners International LLP (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 Advisers (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.

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 corporate broker and 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 FCA, 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 Announcment, 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 ("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, 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 and is not intended to, and does not, constitute or form part of any offer to sell, or an invitation to purchase, any securities or the solicitation of an offer to buy any securities, or of any vote or any approval in any jurisdiction, pursuant to the Acquisition or otherwise.

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 England and Wales.

Overseas Shareholders

The release, publication, or distribution of this Announcement in or into certain jurisdictions other than the UK may be restricted by law. Persons who are not resident in the UK or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

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 shareholders of Spirent who are not resident in the UK may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the UK should inform themselves of, and observe, any applicable requirements.

The Acquisition shall be subject to the applicable requirements of English law, the Takeover Code, the Panel, the London Stock Exchange, and the Financial Conduct Authority.

Additional Information for US Investors

The Acquisition relates to shares of an English company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. US holders of Spirent Shares should note that the Scheme relates to the shares of an English company that is a "foreign private issuer" as defined under Rule 3b-4 of the US Securities Exchange Act of 1934 (the "US Exchange Act") and will be governed by the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act.

Accordingly, the Acquisition is subject to the disclosure and procedural requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules.

Certain financial information included in this Announcement has been prepared in accordance with generally accepted accounting standards of the United Kingdom and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. However, if Keysight were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would need to be made in compliance with any applicable US securities laws and regulations, including Section 14(e) the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the US by Keysight and no one else.

Neither the US Securities and Exchange Commission nor any securities commission of any state of the United States nor any other US regulatory authority has approved or disapproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this Announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the United States.

In the event that the Acquisition is implemented by way of a Takeover Offer, in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Keysight or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Spirent outside the US, other than pursuant to such Takeover Offer, during the period in which such Takeover Offer would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

In accordance with normal practice in the United Kingdom, Keysight or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Spirent, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase will be disclosed as required in the UK, will be reported to a Regulatory Information Service, and will be available on the London Stock Exchange website at www.londonstockexchange.com.

The receipt of consideration by a US holder for the transfer of its Spirent Shares or Spirent ADR Holder(s) pursuant to the Scheme will 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.

It may be difficult for US holders of Spirent Shares to enforce their rights and any claim arising out of the US federal securities laws, since Spirent is in a non-US jurisdiction, and some or all of its officers and directors are residents of non-US jurisdictions. US holders of Spirent Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

Spirent is organised under the laws of England and Wales. Some or all of the officers and directors of Spirent, respectively, are residents of countries other than the United States. In addition, most of the assets of Spirent are located outside the United States. As a result, it may be difficult for US shareholders of Spirent and Spirent ADR Holders to effect service of process within the United States upon Spirent or its respective officers or directors or to enforce against it a judgment of a US court predicated upon the federal or state securities laws of the United States. US shareholders of Spirent and Spirent ADR Holders may also not be able to sue a non-US company or its officers or directors in an non-US court for violations of US securities laws.

Forward-Looking Statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Spirent, any member of the Spirent Group, Keysight, or any member of the Keysight Group, contain statements which are, or may be deemed to be, "forward-looking statements", as defined in the US Exchange Act and are subject to the safe harbours created therein. Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Spirent, any member of the Spirent Group, Keysight, any member of the Keysight Group, or any member of the Combined Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

The forward-looking statements contained in this Announcement may relate to Spirent, any member of the Spirent Group, Keysight, any member of the Keysight Group, or any member of the Combined Group's future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects", "intends", "assumes", "may", "will", "shall" or "should" or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Spirent, any member of the Spirent Group, Keysight, any member of the Keysight Group, or any member of the Combined Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Spirent, any member of the Spirent Group, Keysight, any member of the Keysight Group, or any member of the Combined Group's business.

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 Spirent, any member of the Spirent Group, Keysight, any member of the Keysight Group, any member of the Combined Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement shall actually occur. Given these risks and uncertainties, neither holders of interests in Spirent Shares nor any other potential investors should place any reliance on forward-looking statements.

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 Combined Group, there may be additional changes to the Combined Group's operations. As a result, and given the fact that the changes relate to the future, any resulting cost synergies may be materially greater or less than those estimated.

The forward-looking statements speak only at the date of this Announcement. All subsequent oral or written forward-looking statements attributable to Spirent, any member of the Spirent Group, Keysight, any member of the Keysight Group, any member of the Combined Group, or any of their respective associates, directors, officers, employees, or advisers, are expressly qualified in their entirety by the cautionary statement above.

Spirent, each member of the Spirent Group, Keysight, each member of the Keysight Group and each member of the Combined Group expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events, or otherwise.

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 Spirent, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Keysight or Spirent, as appropriate.

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 3:30 p.m. on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3:30 p.m. 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 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 3:30 p.m. 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, 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 https://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 [phone].

Electronic Communications

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 Spirent may be provided to Keysight during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

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 Spirent's and Keysight's websites at https://corporate.spirent.com/ and https://investor.keysight.com/investor-resources/proposed-acquisition-of-spirent/ respectively by no later than 12 noon on the business day following the date of this Announcement. 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.

Scheme Shareholders and Spirent Shareholders may request a hard copy of this Announcement by contacting Equiniti Limited, by: (i) submitting a request in writing to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom; or (ii) contacting Equiniti between 8:30 a.m. and 5:30 p.m. (UK time), Monday to Friday (excluding English and Welsh public holidays), on [phone] (calls from outside the UK will be charged at the applicable international rate and you should use the country code when calling from outside the UK) - calls may be recorded and monitored for training and security purposes. You must provide your full name and the full address to which the hard copy may be sent. Shareholders may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

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 Finance 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.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Spirent's and Keysight's current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Spirent Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange.

Event	Time and/or date(1)
Publication of this Document	25 April 2024
Latest time for lodging Forms of Proxy for the:
Court Meeting (blue Form of Proxy)	by 10:30 a.m. on 20 May 2024(2)
General Meeting (yellow Form of Proxy)	by 10:45 a.m. on 20 May 2024(3)
Voting Record Time	6:30 p.m. on 20 May 2024(4)
Court Meeting	10:30 a.m. on 22 May 2024(5)
General Meeting	10:45 a.m. on 22 May 2024(6)
The following dates and times associated with the Scheme are subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, and the date on which the Court sanctions the Scheme. Spirent will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Spirent's and Keysight's websites at https://corporate.spirent.com and https://investor.keysight.com/investor-resources/proposed-acquisition-of-spirent/. Further updates and changes to these times will be notified in the same way. See also note (1).
Scheme Court Hearing	a date that will be no later than 14 days after the satisfaction (or, if applicable, waiver) of the Conditions (other than Condition 2.3(a) ("D")
Last day for dealings in, and for the registration of transfer of, and disablement in CREST of, Spirent Shares	D+1 Business Day
Scheme Record Time	6:00 p.m. on D+1 Business Day
Suspension of listing and dealings in Spirent Shares	by 7:30 a.m. on D+2 Business Days
Payment of the Permitted Dividend	prior to the Effective Date(7)
Payment of the Additional Dividend	if the Additional Dividend is declared, prior to the Effective Date(8)
Effective Date of the Scheme	D+2 Business Days(9)(10)
Cancellation of listing of Spirent Shares	by 7:30 a.m. on D+3 Business Days
Latest date for despatch of cheques and crediting of CREST accounts for cash consideration due under the Scheme	within 14 days of the Effective Date
Long Stop Date	29 September 2025 (11)
The dates and times given are indicative only and are based on current expectations and are subject to change (including, amongst other things, the date on which the regulatory (and other) Conditions to the Scheme are satisfied or, if capable of wavier, waived and the date on which the Court sanctions the Scheme, as well as the date on which the Court Order sanctioning the Scheme is delivered to the Registrar of Companies). (1)            References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to Spirent Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Spirent's and Keysight's websites at https://corporate.spirent.com and https://investor.keysight.com/investor-resources/proposed-acquisition-of-spirent/.                 Participants in the Spirent Share Plans will be contacted separately to inform them of the effect of the Scheme on their rights under the Spirent Share Plans, including details of any appropriate proposals being made and dates and times relevant to them. (2)           It is requested that blue Form of Proxy for the Court Meeting be lodged by 10:30 a.m. on 20 May 2024 (being not later than 48 hours prior to the time appointed for the Court Meeting) or, if the Court Meeting is adjourned, the time fixed for any adjourned Court Meeting (excluding any part of such 48-hour period falling on a non-working day). If the blue Form of Proxy is not lodged by this time, it may be: (i) scanned and emailed to Equiniti at the following email address: [e-mail]; or (ii) handed to the Chair, or the Company's Registrar, Equiniti, on behalf of the Chair, in each case, prior to the commencement of the Court Meeting (or any adjournment thereof). (3)           In order to be valid, the yellow Form of Proxy for the General Meeting must be received by 10:45 a.m. on 20 May 2024 or, if the General Meeting is adjourned, 48 hours prior to the time fixed for the adjourned General Meeting (excluding any part of such 48-hour period falling on a non-working day). If the yellow Form of Proxy is not lodged by the relevant time, it will be invalid. (4)           If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6:30 p.m. on the day which is two Business Days prior to the date of the adjourned meeting. (5)           To commence at 10:30 a.m. The Court Meeting will be held at the offices Linklaters LLP at One Silk Street, London EC2Y 8HQ. (6)           To commence at 10:45 a.m. or as soon thereafter as the Court Meeting concludes or is adjourned. The General Meeting will be held at the offices of Linklaters LLP at One Silk Street, London EC2Y 8HQ. (7)           The Permitted Dividend is intended and expected to be declared by the Spirent Board and will be payable to Spirent Shareholders at any time before the Effective Date to Spirent Shareholders on the register of members at the relevant record date. Payment of the Permitted Dividend is not conditional upon the Effective Date occurring. The Permitted Dividend will be paid via either a standing electronic payment mandate with the Company's Registrar for the purpose of receiving dividend payments or a despatch of cheques (as applicable) on a date prior to the Effective Date. In accordance with the LSE Rules, payment of the Permitted Dividend must be at least 10 Business Days following the relevant record date. (8)           If the Effective Date has not occurred by 30 June 2025, the Spirent Board may declare the Additional Dividend. If declared, the Additional Dividend will be payable at any time thereafter and before the Effective Date to Spirent Shareholders on the register of members at the relevant record date. Payment of the Additional Dividend is not conditional upon the Effective Date occurring. If the Additional Dividend is declared, it will be paid via either a standing electronic payment mandate with the Company's Registrar for the purpose of receiving dividend payments or a despatch of cheques (as applicable) on a date prior to the Effective Date. In accordance with the LSE Rules, payment of the Permitted Dividend must be at least 10 Business Days following the relevant record date. (9)           The Scheme will become Effective as soon as a copy of the Court Order has been delivered to the Registrar of Companies. This is expected to occur following suspension of trading in Spirent Shares and the Scheme Record Time. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to this date. (10)         It is expected that the Scheme will become Effective during the first half of Keysight's next fiscal year (being 1 November 2024 to 30 April 2025). (11)         This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as (i) Keysight may specify with the written agreement of Spirent; or (ii) in a competitive situation, Keysight may specify with the Panel's consent; or (iii) the Panel may direct under the Note on Section 3 of Appendix 7 to the Takeover Code, and in each case as the Court may approve (if such approval is required).

 

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