8-KAcquisitions & DispositionsExhibits & Filings

AGILENT TECHNOLOGIES, INC. 8-K Report, Acquisition Completed (Nov 6, 2006)

Filed November 6, 2006For Securities:A

Summary

Agilent Technologies, Inc. (Agilent) announced the completion of the spin-off of its former semiconductor test solutions business, Verigy Ltd. (Verigy), on October 31, 2006. This involved distributing Agilent's remaining equity interest in Verigy to Agilent shareholders. Following this distribution, Agilent no longer holds any ownership stake in Verigy, and Verigy's financial results will be reported as discontinued operations from the fourth quarter of fiscal year 2006 onwards. This strategic move signifies Agilent's refocusing away from the semiconductor test market. The distribution resulted in shareholders receiving 0.122435 ordinary shares of Verigy for each Agilent share owned. The aggregate market value of the distributed Verigy shares was approximately $840 million, based on Verigy's closing price on the distribution date. This separation is expected to allow Agilent to concentrate on its core businesses.

Key Highlights

  • 1Completion of Verigy Ltd. spin-off and distribution of remaining equity to Agilent shareholders on October 31, 2006.
  • 2Agilent no longer holds any equity interest in Verigy following the distribution.
  • 3Verigy's financial results will be classified as discontinued operations in Agilent's financial statements starting Q4 fiscal 2006.
  • 4Agilent shareholders received 0.122435 Verigy ordinary shares for each Agilent common stock share.
  • 5The aggregate market value of distributed Verigy shares was approximately $840 million as of October 31, 2006.
  • 6This spin-off marks Agilent's exit from the semiconductor test solutions business.

Frequently Asked Questions

The spin-off of Verigy signifies Agilent's strategic decision to divest its semiconductor test solutions business and focus on its core operations. This allows Agilent to streamline its business and allocate resources more effectively to its remaining segments.

Following the distribution, Verigy's financial results will be presented as 'Discontinued Operations' in Agilent's consolidated financial statements. This treatment will begin in the fourth quarter of fiscal year 2006 and will apply to all periods presented.

Based on Verigy's closing price of $16.80 per share on the Nasdaq Global Select Market on October 31, 2006, the aggregate market value of the distributed Verigy shares was approximately $840 million.

Agilent shareholders received 0.122435 ordinary shares of Verigy for each outstanding share of Agilent common stock they owned as of 5 pm Eastern time on October 16, 2006.