8-KAcquisitions & DispositionsFinancial EventsRegulation FD+1

Keysight Technologies, Inc. 8-K Report, Acquisition Completed (Apr 18, 2017)

Filed April 18, 2017For Securities:KEYS

Summary

Keysight Technologies, Inc. (KEYS) announced the completion of its acquisition of Ixia on April 18, 2017. This strategic move involved a merger where Ixia became a wholly-owned subsidiary of Keysight. The transaction was completed with Ixia shareholders receiving $19.65 per share in cash. This acquisition is expected to enhance Keysight's capabilities in network testing and visibility solutions. In connection with the acquisition, Keysight has also drawn down $400 million from its previously established senior unsecured term loan facility. This funding will be used to cover a portion of the aggregate merger consideration. Investors should note that this report details the completion of the acquisition and the associated financing, marking a significant step in Keysight's growth strategy.

Key Highlights

  • 1Keysight Technologies has successfully completed the acquisition of Ixia for $19.65 per share in cash.
  • 2Ixia has been merged into Keysight and will operate as a wholly-owned subsidiary.
  • 3The acquisition aims to strengthen Keysight's position in network testing, visibility, and security solutions.
  • 4Keysight drew $400 million from its senior unsecured term loan facility to finance part of the acquisition.
  • 5The merger involved the cancellation and conversion of Ixia stock options and restricted stock units into cash payments.
  • 6The company referenced previously filed financial statements for Ixia, indicating no new filings are required for this report.
  • 7The transaction closed on April 18, 2017, following the merger agreement signed on January 30, 2017.

Frequently Asked Questions

While the exact total value is not explicitly stated in this 8-K, the per-share price for Ixia shareholders was $19.65 in cash. The total value would depend on the number of Ixia shares outstanding at the time of the merger. Keysight also utilized a $400 million term loan as part of the financing.

The acquisition was financed through a combination of cash. Keysight drew $400 million from its previously established three-year senior unsecured term loan facility to fund a portion of the aggregate merger consideration. The remaining portion would be funded by other available cash resources.

The acquisition of Ixia is expected to enhance Keysight's capabilities and offerings in the network testing, visibility, and security solutions market. This move aligns with Keysight's strategy to expand its portfolio and address evolving customer needs in these areas.

Ixia's outstanding stock options and restricted stock units were cancelled and converted into cash payments. Options with an exercise price below the merger consideration received a cash payment equal to the difference, while others were cancelled. Restricted stock units, including those with performance-based vesting, were converted into cash payments based on the merger consideration.