RE: Regulatory Clearances4 Jun 2025 16:40
3rd JUNE RNS
Update re US antitrust clearance
Further to the announcement of 1 April 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 the satisfaction or (if capable of waiver) waiver of the remaining conditions to the Acquisition set out in Part III of the Scheme Document.
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 3 March 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 31 July 2025). The parties continue to keep the timetable under close review and will provide any updates as required.