0A7N Keysight Technologies Inc

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                                                          

17 April 2024

UPDATE ON SCHEME MEETINGS IN RELATION TO CASH OFFERS

FOR

SPIRENT COMMUNICATIONS PLC ("SPIRENT")

by

VIAVI SOLUTIONS ACQUISITIONS LIMITED ("VIAVI BIDCO")

(A COMPANY INDIRECTLY OWNED BY VIAVI SOLUTIONS INC. ("VIAVI"))

AND

KEYSIGHT TECHNOLOGIES INC.

On 28 March 2024, the boards of Spirent and Keysight Technologies Inc. ("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 (the "Keysight Offer") to be implemented by way of scheme of arrangement (the "Keysight Offer Scheme"). The directors of Spirent announced that they consider that the Keysight Offer represents a superior proposition for Spirent Shareholders relative to the earlier cash offer made by Viavi Bidco for the entire issued and to be issued share capital of Spirent, announced on 5 March 2024 (the "Viavi Offer"). The Spirent directors therefore intend to recommend unanimously that Spirent Shareholders vote in favour of the Keysight Offer Scheme at the court meeting (the "Keysight Offer Court Meeting") and the resolutions to be proposed at the Spirent general meeting in relation to the Keysight Offer (the "Keysight Offer General Meeting"). Accordingly, the directors of Spirent have withdrawn their recommendation of the Viavi Offer.

Spirent refers to the Notice of Court Meeting dated 27 March 2024 (the "Viavi Offer Court Meeting") and the Notice of General Meeting dated 27 March 2024 (the "Viavi Offer General Meeting") (together, the "Viavi Offer Meetings") in connection with the Viavi Offer which was to be implemented by way of scheme of arrangement (the "Viavi Offer Scheme"). The scheme document in relation to the Viavi Offer Scheme was posted to Spirent Shareholders on 27 March 2024 (the "Viavi Offer Scheme Document").

The board of Spirent has decided that it will propose indefinite adjournments to the Viavi Offer Court Meeting and the Viavi Offer General Meeting relating to the Viavi Offer Scheme, which are both currently scheduled to be held on 1 May 2024. In light of this, it is recommended that Spirent Shareholders do not attend the Viavi Offer Meetings scheduled for 1 May 2024.

Spirent Shareholders should note that, for avoidance of doubt, the Annual General Meeting of Spirent will go ahead as planned at 12:30 p.m. on 1 May 2024 at the offices of UBS, 5 Broadgate, London EC2M 2QS and is not affected by this announcement. Please see the notice of Annual General Meeting available at https://corporate.spirent.com/shareholder-information/agm, for further information.

It is currently intended that the scheme document in relation to the Keysight Offer will be published on or around 25 April 2024, with the Keysight Offer Court Meeting and Keysight Offer General Meeting to be held on 22 May 2024. A further announcement detailing the timetable in relation to the Keysight Offer will follow in due course.

Defined terms used but not defined in this announcement have the meanings set out in the Viavi Offer Scheme Document.

Enquiries:

Linklaters LLP is retained as legal adviser to Spirent.

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 of Spirent 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 of Spirent 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 acquisition of Spirent 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 to Spirent and no one else in connection with the acquisition of Spirent. 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 of Spirent, 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 of Spirent 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 of Spirent 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 of Spirent or otherwise. No representation or warranty, express or implied, is made by Jefferies as to the contents of this announcement.

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. (London time) on the 10^th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10^th 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. (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, 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 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. 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 +44 (0)20 7638 0129.

Electronic Communications

Please be aware that addresses, electronic addresses, and certain information provided by shareholders of Spirent, persons with information rights, and other relevant persons for the receipt of communications from Spirent may be provided to Keysight, Viavi, and/or Viavi Bidco 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 website at https://corporate.spirent.com by no later than 12 noon (London time) 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.

Shareholders of Spirent 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, UK; 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 +44 (0) 333 207 6530 (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 either the Viavi Offer or Keysight Offer 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).