Update on Antitrust Clearance for Recommended Cash Acquisition of Spirent Communications by Keysight
- Keysight obtains regulatory clearance in the U.S. for its acquisition of Spirent Communications
- Agreement to divest Spirent's high-speed ethernet, network security, and channel emulation business lines
- Scheme expected to become effective during the third quarter of Keysight's fiscal 2025
Keysight Technologies, Inc. (NYSE:KEYS) ("Keysight") is pleased to confirm that Keysight and Spirent Communications PLC (London Stock Exchange Symbol: SPT) ("Spirent") have entered into a consent decree with the United States Department of Justice ("DOJ") in connection with its review of Keysight's proposed acquisition of Spirent (the "Acquisition"), pursuant to which Keysight and Spirent have agreed to divest Spirent's high-speed ethernet, network security, and channel emulation business lines (the "Divestment Business") to VIAVI Solutions, Inc. ("VIAVI") (NASDAQ:VIAV) or another acquirer approved by DOJ. The consent decree is an important milestone that moves the Acquisition one step closer to closing, pending other regulatory approvals and the satisfaction of customary closing conditions.
Pursuant to the settlement process, DOJ has filed in court a proposed settlement ("Proposed Final Judgment") and an Asset Preservation and Hold Separate Stipulation and Order ("APSO"). Keysight and Spirent have also entered into a short side letter in respect to the settlement process with DOJ ("Side Letter").
Copies of the Proposed Final Judgment, APSO, and Side Letter will be made available on Spirent and Keysight's websites at https://corporate.spirent.com/ and https://investor.keysight.com/investor-resources/proposed- acquisition-of-spirent/.
With support and assistance from Spirent, Keysight remains committed to working quickly and constructively with the State Administration for Market Regulation of the People's Republic of China to obtain clearance for the Acquisition.
Proposed Divestment
In connection with the consent decree, Keysight notes that, on or around the date of this announcement, Keysight and VIAVI have entered into an amendment agreement in respect of the sale of the Divestment Business, pursuant to which Spirent's channel emulation business line has been added to the scope of the divestiture previously announced by Keysight on March 3, 2025. The sale of the Divestment Business remains subject to closing conditions, including regulatory approvals and completion of the Acquisition. Keysight continues to expect the sale of the Divestment Business to complete shortly after the Acquisition becoming effective.
Timing of the Acquisition
Completion of the Acquisition remains subject to the satisfaction or (if capable of waiver) waiver of the remaining conditions to the Acquisition set out in Part III of the Scheme Document, (the "Conditions") including the Condition relating to sanction of the Scheme by the Court. Keysight continues to expect that the Scheme will become effective during the third quarter of Keysight's current fiscal year (period ending July 31, 2025). The parties continue to keep the timetable under close review and will provide any updates as required.
Capitalized terms in this announcement, unless otherwise defined, have the same meanings given to them in the Update on Regulatory Clearances announcement in relation to the Acquisition published on December 2, 2024.
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 life cycle. 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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