- Filing of a public tender offer ("offre publique d'achat") with
France's Autorité des Marchés Financiers (AMF) for all of the
remaining outstanding shares of ESI Group.
- The tender offer is for a cash consideration of 155 euros per
ESI Group share.
- Provided the required conditions are met, the tender offer will
be followed by a mandatory squeeze-out and the delisting of ESI
Group from Euronext Paris.
- ESI Group's board of directors issues a unanimous
recommendation of the tender offer.
- ESI Group also announces changes to its board of directors and
leadership team.
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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version on businesswire.com: https://www.businesswire.com/news/home/20231107141396/en/
Investor Contact Jason Kary +1 707 577 6916
Jason.kary@keysight.com
Media Contact Andrea Mueller +1 408 218 4754
Andrea.mueller@keysight.com
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