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.

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