8-KMaterial AgreementsExhibits & Filings

AGILENT TECHNOLOGIES, INC. 8-K Report, Material Agreement (Feb 16, 2010)

Filed February 16, 2010For Securities:A

Summary

Agilent Technologies, Inc. announced a significant divestiture on February 10, 2010, entering into an Asset Purchase Agreement with JDS Uniphase Corporation (JDSU). This agreement involves the sale of substantially all assets related to Agilent's Network Protocol Test Products, Wireless Drive Test Systems, and Network Service Assurance and Test Systems businesses to JDSU for $165 million in cash, subject to a working capital adjustment. This strategic move indicates a potential refocusing of Agilent's business operations and capital allocation. Investors should monitor the closing conditions, including regulatory approvals, and the impact of the divestiture on Agilent's future revenue streams and profitability. The transition services agreement suggests a continued, albeit temporary, operational link between the two companies post-closing.

Key Highlights

  • 1Agilent Technologies entered into an Asset Purchase Agreement with JDS Uniphase Corporation (JDSU) on February 10, 2010.
  • 2The agreement includes the sale of Agilent's Network Protocol Test Products, Wireless Drive Test Systems, and Network Service Assurance and Test Systems businesses.
  • 3The total cash purchase price for the divested assets is $165 million, subject to a post-closing working capital adjustment.
  • 4The transaction is subject to customary closing conditions, including antitrust and competition law approvals.
  • 5The deal is expected to close by August 2, 2010, with a potential extension to September 2, 2010.
  • 6JDSU will offer employment to employees associated with the divested business.
  • 7A Transition Services Agreement is in place for Agilent to provide certain services to JDSU post-closing.

Frequently Asked Questions

This Form 8-K filing reports Agilent Technologies, Inc.'s entry into a material definitive agreement, specifically an Asset Purchase Agreement to sell a significant portion of its network testing businesses to JDS Uniphase Corporation (JDSU).

Agilent is selling assets related to its Network Protocol Test Products, Wireless Drive Test Systems, and Network Service Assurance and Test Systems. Products such as Agilent N2X and Agilent Network Tester are explicitly excluded from the sale.

Agilent will receive $165 million in cash, subject to adjustments for working capital. This divestiture represents a strategic decision to potentially streamline operations or reallocate capital.

The transaction is contingent upon receiving customary government approvals related to antitrust and competition laws. It also has a target closing date of August 2, 2010, which can be extended to September 2, 2010, with termination options for either party if not closed by then.