Re Tender Offer

RNS Number : 6548F

Spirent Communications PLC

13 October 2008

 



SPIRENT COMMUNICATIONS PLC 

TENDER OFFER WITHDRAWN AND NEW TENDER OFFER

London, UK - 13 October 2008: Spirent Communications plc ("Spirent" or the "Company") (LSE: SPT), a leading communications technology company, announces that the Tender Offer has been withdrawn and a new offer announced.

Tender Offer Withdrawn

      Spirent announces the withdrawal of the Tender Offer to purchase up to £50 million of Ordinary Shares in the Company. The intention of the offer had been to repurchase Ordinary Shares in the Company at an attractive price in the interests of shareholders in the long term. However, whilst the Company continues to perform in line with management's expectations, uncertainties in global markets have led to significant volatility in the price of the Company's Ordinary Shares. Spirent's closing share price immediately prior to the announcement of the Tender Offer was 74.5p and the bottom of the Tender Offer price range at 70p represented a 6 per cent. discount to that closing price of 74.5p. On Friday 10 October 2008, Spirent's Ordinary Shares closed at 57.5p, meaning that the bottom of the price range represented a 22 per cent. premium to the closing price of 57.5p.  The Board therefore considers the price range offered to be inappropriate and no longer believes it to be in the interests of Spirent or the shareholders as a whole to proceed with the Tender Offer.

New Tender Offer and On-market Repurchases

      The Company will propose a new tender offer for the purchase of up to £25 million of Ordinary Shares in the Company (the "New Tender Offer") at the earliest opportunity and on substantially the same terms. A new price range, taking into account the prevailing market conditions, will be announced when the New Tender Offer circular is posted to shareholders.

      The Company, which has existing authority to repurchase up to 101.9 million of the Company's issued Ordinary Shares also intends to make on-market purchases of Spirent's Ordinary Shares up to a maximum of £25 million from time to time from the date of this announcement. Spirent will not repurchase Ordinary Shares during the period when the New Tender Offer is open for acceptance. 

      At the Extraordinary General Meeting of shareholders convened for 14 October 2008 (the "EGM"), the Chairman of the Meeting will, with the consent of the EGM, adjourn the EGM sine die. As the Board does not intend to put the resolutions set out in the notice to the EGM, shareholders are recommended not to attend.  All tenders of Ordinary Shares which have been made in accordance with the Tender Offer (whether through CREST or by submission of a tender form) will be disregarded. All shareholders (outside of Canada, Australia, South Africa and Japan) will receive replacement documentation in relation to the New Tender Offer in due course.

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Enquiries

Edward Bramson, Executive Chairman		Spirent Communications plc		[phone]
Eric Hutchinson, Chief Financial Officer
Andrew Dowler/Harriet Keen		Financial Dynamics		[phone]

About Spirent Communications plc

      Spirent Communications plc is a leading communications technology company focused on delivering innovative systems and services to meet the needs of customers worldwide.  We are a global provider of performance analysis and service assurance solutions that enable the development and deployment of next-generation networking technologies such as broadband services, Internet telephony, wireless and web applications and security testing.  The Systems group develops power control systems for specialist electrical vehicles in the mobility and industrial markets.  Further information about Spirent Communications plc can be found at www.spirent.com.

      Spirent Communications plc Ordinary shares are traded on the London Stock Exchange (ticker: SPT).  The Company operates a Level 1 American Depositary Receipt ("ADR") programme with each ADR representing four Spirent Communications plc Ordinary shares.  The ADRs trade in the US over-the-counter ("OTC") market under the symbol SPMYY and the CUSIP number is 84856M209.  Spirent ADRs are quoted on the Pink OTC Markets electronic quotation service which can be found at www.pinksheets.com. 

      Spirent and the Spirent logo are trademarks or registered trademarks of Spirent Communications plc.  All other trademarks or registered trademarks mentioned herein are held by their respective companies.  All rights reserved. 

This document may contain forward-looking statements which are made in good faith and are based on current expectations or beliefs, as well as assumptions about future events.  You can sometimes, but not always, identify these statements by the use of a date in the future or such words as "will", "anticipate", "estimate", "expect", "project", "intend", "plan", "should", "may", "assume" and other similar words.  By their nature, forward-looking statements are inherently predictive and speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.  You should not place undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to factors that could cause our actual results to differ materially from those expressed or implied by these statements.  The Company undertakes no obligation to update any forward-looking statements contained in this document, whether as a result of new information, future events or otherwise.

 

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