8-KMaterial AgreementsRegulation FDExhibits & Filings

Keysight Technologies, Inc. 8-K Report, Material Agreement (Jun 17, 2015)

Filed June 17, 2015For Securities:KEYS

Summary

Keysight Technologies, Inc. (KEYS) announced on June 17, 2015, a material definitive agreement to acquire Anite plc for approximately £388 million (US$606 million). The offer, structured as a recommended cash acquisition of 126 pence per ordinary share, will be executed by Keysight's indirect wholly-owned subsidiary, Keysight BV. This strategic move is intended to expand Keysight's presence and capabilities, particularly in the rapidly growing areas of 5G, IoT, and automotive test solutions. The acquisition is expected to be funded through existing cash reserves and is projected to close by the end of October 2015, subject to customary closing conditions, including regulatory approvals and Anite shareholder consent. The transaction will be effected via a scheme of arrangement under UK law, requiring court and shareholder approval. Investors should note that this filing primarily serves as an announcement of the material agreement and related disclosures, with detailed terms and conditions outlined in the Rule 2.7 Announcement and an accompanying press release.

Key Highlights

  • 1Keysight Technologies to acquire Anite plc for approximately £388 million (US$606 million).
  • 2The offer is a recommended cash acquisition at 126 pence per Anite ordinary share.
  • 3The acquisition will be conducted through Keysight BV, an indirect wholly-owned subsidiary.
  • 4The transaction is expected to be funded by Keysight's existing cash resources.
  • 5Closing is anticipated by the end of October 2015, subject to conditions.
  • 6The acquisition will be executed via a scheme of arrangement under UK law.
  • 7Regulatory approvals and Anite shareholder consent are key conditions for closing.

Frequently Asked Questions

This 8-K filing primarily announces Keysight Technologies' entry into a material definitive agreement to acquire Anite plc. It serves as the official disclosure of the recommended cash offer and key terms of the proposed transaction.

The acquisition values the entire issued and to be issued ordinary share capital of Anite plc at approximately £388 million, which was equivalent to approximately US$606 million based on the exchange rate at the time of the filing (1.56 USD:GBP).

The acquisition is planned to be funded using Keysight Technologies' existing cash resources and those of its subsidiaries. No new debt financing is indicated in this filing.

The acquisition is subject to several conditions, including the approval of the scheme of arrangement by a majority in number of Anite's shareholders present and voting (representing at least 75% in value of the shares voted) at a court-convened meeting, approval from an English court, and the receipt of certain regulatory approvals. The transaction is expected to close by the end of October 2015 if these conditions are met or waived.