8-KAcquisitions & DispositionsMaterial AgreementsExhibits & Filings

AGILENT TECHNOLOGIES, INC. 8-K Report, Material Agreement (Dec 2, 2005)

Filed December 2, 2005For Securities:A

Summary

Agilent Technologies, Inc. filed a Form 8-K on December 2, 2005, detailing significant divestitures. The report confirms the completion of two major asset sales that will materially alter the company's financial structure and business focus. These transactions are aimed at streamlining operations and potentially unlocking shareholder value through focused strategic repositioning. Investors should note the substantial cash proceeds received from these sales, which could impact Agilent's liquidity and future capital allocation strategies, including potential share repurchases, debt reduction, or reinvestment in core business areas. The company's financial statements and pro forma information attached to this filing provide further insight into the immediate financial impact of these divestitures.

Key Highlights

  • 1Agilent completed the sale of its stake in Lumileds Lighting International, B.V. to Koninklijke Philips Electronics N.V. for $948.5 million in cash, plus $51.3 million for debt and interest repayment.
  • 2Agilent completed the sale of substantially all assets of its Semiconductor Products Group (SPG) to Avago Technologies Limited for $2.579 billion in cash, subject to adjustments.
  • 3The Lumileds sale was finalized on November 28, 2005.
  • 4The SPG sale was finalized on December 1, 2005.
  • 5An amendment to the Asset Purchase Agreement with Avago Technologies Limited was entered into on November 30, 2005.
  • 6The company is providing pro forma financial information to reflect the impact of these transactions.
  • 7These divestitures represent a significant shift in Agilent's business portfolio.

Frequently Asked Questions

This filing reports the completion of two major asset sales: the sale of Agilent's stake in Lumileds Lighting International, B.V. to Philips and the sale of substantially all assets of its Semiconductor Products Group to Avago Technologies Limited.

Agilent received $948.5 million in cash plus $51.3 million for debt and interest repayment from the Lumileds sale, and $2.579 billion in cash (subject to adjustments) from the Semiconductor Products Group sale.

The pro forma financial information is provided to help investors understand the financial impact of the completed asset sales on Agilent's financial position and results of operations as if these transactions had occurred at an earlier date.

The amendment, dated November 30, 2005, modifies the original Asset Purchase Agreement with Avago Technologies Limited, likely to clarify terms or adjust conditions related to the sale of the Semiconductor Products Group.