0A7N Keysight Technologies Inc

NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO, OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

28 March 2024

RECOMMENDED CASH ACQUISITION

of

Spirent Communications plc ("Spirent")
by

Keysight Technologies Inc. ("Keysight")

to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006

Summary

Spirent recommendation

Spirent's views on the Combined Group

Information on Keysight

Information on Spirent

·      The Spirent Group is a leading global provider of automated test and assurance solutions for networks, cybersecurity, and positioning. The Spirent Group provides products, services and managed solutions that address the test, assurance and automation challenges of technologies, including 5G, software-defined wide area networks ("SD-WAN"), cloud, and autonomous vehicles.

·      Spirent's international positioning, navigation and timing business also addresses the needs of customers in research and development, verification and integration testing, including the testing of hybrid positioning and sensor fusion under real-world conditions.

·      The Spirent Group's strategy is built on three pillars: (i) customer-centricity; (ii) innovation for growth; and (iii) operational excellence. The Spirent Group is executing on this strategy to further develop its offerings into live networks, increasing its recurring revenue streams, and providing value-added services and solutions across the product portfolio.

·      The Spirent Group has approximately 1,500+ employees, and serves approximately 1,100 customers in over 50 countries. The Spirent Group is headquartered in Crawley, UK and has a presence in 10 additional locations including Holmdel New Jersey, Calabasas California, Paignton UK, Plano Texas, Honolulu Hawaii, Beijing China and Bangalore India.

·      For the financial year ended 31 December 2023, the Spirent Group generated revenue of US$474 million (2022: US$608 million), and adjusted operating profit of US$45 million (2022: US$130 million). The business performance is underpinned by a material order book, a strong balance sheet with a material cash balance and robust cash flows.

Timetable and Conditions

Commenting on the Acquisition, Sir Bill Thomas, Chairman of Spirent, said:

"The Board of Spirent is pleased to recommend Keysight's cash offer for Spirent, which is an increase of 15 per cent. to the Viavi proposal.

As previously stated, Spirent is a business with many strengths, deep customer relationships and talented people. This offer provides our shareholders with even greater value in cash for their shares at an attractive premium while at the same time protecting the fundamental character of Spirent for all stakeholders."

Commenting on the Acquisition, Eric Updyke, Chief Executive Officer of Spirent, said:

"Keysight's offer for Spirent will provide further opportunities for our employees and strengthens our customer offering, given Keysight's technology expertise, capabilities and robust global platform with its breadth and depth of industry-leading solutions.

Following my discussions with the Keysight management team, I am excited about the broader reach and expanded long-term prospects for Spirent arising from the combination with Keysight. The market environment remains challenging but with this strong strategic fit, bringing together our complementary services and solutions, we are confident in the opportunities this will bring for our stakeholders."

Keysight has a strong track record of developing, strengthening and growing the businesses that it invests in and it shares our belief in the strengths of our people and our long-term vision for Spirent's future.

This, together with the strong set of intentions that it has set out today, gives the Spirent Board confidence that Keysight will be a responsible, thoughtful and careful owner of Spirent, which is why we are recommending this offer."

Commenting on the Acquisition, Satish Dhanasekaran, President & Chief Executive Officer of Keysight, said:

"Spirent has a differentiated portfolio, which is a strong fit for Keysight. Both companies share a common focus on empowering and accelerating high-value solutions for customers. In Keysight, Spirent will join a platform of significant customer scale with the capacity to provide the necessary capital and resources to help Spirent grow and accelerate delivery of its strategic vision. Keysight's long-term customer relationships, industry expertise and global reach will help Spirent drive product development and execute on its full potential. With similar cultures valuing customer-centricity and high-performance, we believe that Keysight will be an excellent home for Spirent to thrive and deliver sustainable, long-term growth. Our superior offer recognises the value of Spirent's achievements to date and the exciting prospects of the combination of our complementary product portfolios to provide end-to-end solutions for customers across their lifecycle needs."

This summary should be read in conjunction with the full text of this announcement, including the Appendices. The Acquisition will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and conditions which will be set out in the Scheme Document (or, if the Acquisition is subsequently structured as a Takeover Offer, in the Offer Document). Appendix II to this announcement contains the sources of information and bases of calculations of certain information contained in this summary and this announcement; and Appendix III contains definitions of certain expressions used in this summary and in this announcement.

Enquiries:

Freshfields Bruckhaus Deringer LLP and WilmerHale are retained as legal advisers to Keysight.

Linklaters LLP is retained as legal adviser to Spirent.

BNP Paribas Securities Corp. and Citibank, N.A. are providing financing to Keysight and have also provided financial advice to Keysight in relation to the Acquisition.

This announcement contains inside information in relation to Spirent. The person responsible for arranging the release of this announcement on behalf of Spirent is Angus Iveson, Company Secretary & General Counsel.

Important Notices

Centerview Partners UK LLP ("Centerview"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Keysight and no one else in connection with the Acquisition and will not be responsible to anyone other than Keysight for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement. Neither Centerview nor any of its affiliates, nor any of Centerview's and such affiliates' respective members, directors, officers, controlling persons or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Centerview in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Keysight and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Keysight for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000 and successor legislation, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Keysight or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained herein.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to Spirent and no one else in connection with the Acquisition and will not be responsible to anyone other than Spirent for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained in this announcement, the acquisition of Spirent or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this announcement.

UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the UK. UBS is acting exclusively as corporate broker and financial adviser to Spirent and no one else in connection with the Acquisition. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this announcement or any other matter referred to herein.

Jefferies International Limited ("Jefferies") is authorised and regulated in the UK by the Financial Conduct Authority. Jefferies is acting exclusively as financial adviser and corporate broker to Spirent and no one else in connection with the Acquisition and will not be responsible to anyone other than Spirent for providing the protections afforded to clients of Jefferies nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained in this announcement, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Jefferies as to the contents of this announcement.

BNP Paribas is authorised and regulated by the European Central Bank and the Autorité de Contrôle Prudentiel et de Résolution. BNP Paribas is authorised by the Prudential Regulation Authority and is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of our regulation by the Prudential Regulation Authority are available from us on request. BNP Paribas has its registered office at 16 Boulevard des Italiens, 75009 Paris, France and is registered with the Companies Registry of Paris under number 662 042 449 RCS and has ADEME identification number FR200182_03KLJ. BNP Paribas London Branch is registered in the UK under number FC13447 and UK establishment number BR000170, and its UK establishment office address is 10 Harewood Avenue, London NW1 6AA. BNP Paribas is acting as financial adviser exclusively for Keysight and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Keysight for providing the protections afforded to clients of BNP Paribas or for providing advice in relation to the matters described in this announcement or any transaction or arrangement referred to herein.

Citigroup, which is a registered broker-dealer regulated by the SEC, is acting exclusively for Keysight and for no one else in connection with the Acquisition and other matters described in this announcement, and will not be responsible to anyone other than Keysight for providing the protections afforded to clients of Citigroup nor for providing advice in connection with the Acquisition or any other matters referred to in this announcement. Neither Citigroup nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Citigroup in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

In accordance with normal UK practice, Keysight or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Spirent, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, Citigroup will continue to act as exempt principal trader in Spirent Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer to sell, or an invitation to purchase, any securities or the solicitation of an offer to buy any securities, or of any vote or any approval in any jurisdiction, pursuant to the Acquisition or otherwise.

The Acquisition shall be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document to be published by Keysight) which, together with the Forms of Proxy (or forms of acceptance), shall contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision or vote in respect of, or acceptance of, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document).

This announcement is not an advertisement and does not constitute a prospectus or prospectus equivalent document.

This announcement has been prepared for the purpose of complying with English law and the Takeover Code. The information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions other than England and Wales.

Spirent will prepare the Scheme Document to be distributed to Spirent Shareholders. Spirent and Keysight urge Spirent Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.

Overseas Shareholders

The release, publication, or distribution of this announcement in or into certain jurisdictions other than the UK may be restricted by law. Persons who are not resident in the UK or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Keysight or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into, or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed, or sent in, into, or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees, and trustees) must not mail or otherwise distribute or send them in, into, or from such jurisdictions where to do so would violate the laws in that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

The availability of the Acquisition to Spirent Shareholders who are not resident in the UK may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the UK should inform themselves of, and observe, any applicable requirements.

The Acquisition shall be subject to the applicable requirements of English law, the Takeover Code, the Panel, the London Stock Exchange, and the Financial Conduct Authority.

Additional Information for US Investors

The Acquisition relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.

Accordingly, the Acquisition is subject to the disclosure and procedural requirements applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer and proxy solicitation rules.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the US.

However, if Keysight were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would in addition need to be made in compliance with any applicable US laws and regulations, including any applicable exemptions under the US Exchange Act. Such a takeover would be made in the US by Keysight and no one else.

In the event that the Acquisition is implemented by way of a Takeover Offer, in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Keysight or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Spirent outside the US, other than pursuant to such Takeover Offer, during the period in which such Takeover Offer would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

In accordance with normal UK practice, Keysight or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Spirent, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

The receipt of consideration by a US shareholder or holder of Spirent ADRs pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes. Each Spirent Shareholder and Spirent ADR Holder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable US state and local, as well as overseas and other, tax laws.

Financial information relating to Spirent included in this announcement and the Scheme Document (or, if applicable, the Offer Document) has been or shall have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

Spirent is organised under the laws of England and Wales. Some or all of the officers and directors of Spirent are residents of countries other than the US. In addition, most of the assets of Spirent are located outside the US. As a result, it may be difficult for US shareholders of Spirent and Spirent ADR Holders to effect service of process within the US upon Spirent or its officers or directors or to enforce against it a judgment of a US court predicated upon the federal or state securities laws of the US.

Forward-Looking Statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Spirent, any member of the Spirent Group, Keysight, or any member of the Keysight Group, contain statements which are, or may be deemed to be, "forward-looking statements" as defined in the US Exchange Act and are subject to the safe harbours created therein. Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Spirent, any member of the Spirent Group, Keysight, any member of the Keysight Group, or any member of the Combined Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

The forward-looking statements contained in this announcement may relate to Spirent, any member of the Spirent Group, Keysight, any member of the Keysight Group, or any member of the Combined Group's future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects" "intends", "assumes", "may", "will", "shall" or "should" or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Spirent, any member of the Spirent Group, Keysight, any member of the Keysight Group, or any member of the Combined Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Spirent, any member of the Spirent Group, Keysight, any member of the Keysight Group, or any member of the Combined Group's business.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialise or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should, therefore, be construed in light of such factors.

None of Spirent, any member of the Spirent Group, Keysight, nor any member of the Keysight Group, nor any member of the Combined Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement shall actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements.

Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties, and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Combined Group, there may be additional changes to the Combined Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to Spirent, any member of the Spirent Group, Keysight, or any member of the Keysight Group, or any member of the Combined Group, or any of their respective associates, directors, officers, employees, or advisers, are expressly qualified in their entirety by the cautionary statement above.

Spirent, any member of the Spirent Group, Keysight, any member of the Keysight Group and any member of the Combined Group expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events, or otherwise.

No Profit Forecasts or Estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Keysight or Spirent, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Keysight or Spirent, as appropriate.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10^th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10^th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, then they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made, can be found in the Disclosure Table on the Panel's website at http://www.thetakeoverpanel.org.uk/, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, then you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Electronic Communications

Please be aware that addresses, electronic addresses, and certain information provided by Spirent Shareholders, persons with information rights, and other relevant persons for the receipt of communications from Spirent may be provided to Keysight during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and Availability of Hard Copies

A copy of this announcement shall be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Spirent's and Keysight's websites at https://corporate.spirent.com and http://investor.keysight.com/investor-resources/proposed-acquisition-of-spirent by no later than 12 noon (London time) on the business day following the date of this announcement. For the avoidance of doubt, the contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

Spirent Shareholders may request a hard copy of this announcement by contacting Equiniti Limited by: (i) submitting a request in writing to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, UK; or (ii) contacting Equiniti between 8:30 a.m. and 5:30 p.m. (UK time), Monday to Friday (excluding English and Welsh public holidays), on +44 (0) 333 207 6530 (calls from outside the UK will be charged at the applicable international rate and you should use the country code when calling from outside the UK) -- calls may be recorded and monitored for training and security purposes. You must provide your full name and the full address to which the hard copy may be sent. Shareholders may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or accountant, or from an independent financial adviser duly authorised under the Finance Services and Markets Act 2000 (as amended).

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO, OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

28 March 2024

RECOMMENDED CASH ACQUISITION

of

Spirent Communications plc ("Spirent")
by

Keysight Technologies Inc ("Keysight")

to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006

1        Introduction

The boards of Keysight and Spirent are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Spirent by Keysight. It is intended that the Acquisition be effected by means of a scheme of arrangement under Part 26 of the Companies Act (the "Scheme" or "Scheme of Arrangement").

2        The Acquisition

Under the terms of the Acquisition, which shall be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document, Spirent Shareholders who are on the register of members of Spirent at the Scheme Record Time shall be entitled to receive:

The Acquisition Value represents a premium of approximately:

As part of the Acquisition, the boards of Keysight and Spirent have agreed to the declaration and payment of the Permitted Dividend. The Permitted Dividend is intended and expected to be declared by the Spirent Board and will be payable to Spirent Shareholders at any time before the Effective Date (or, if the Acquisition is implemented by way of a Takeover Offer, at any time before the Takeover Offer becomes or is declared unconditional) to Spirent Shareholders on the register of members at the relevant record date. Payment of the Permitted Dividend is not conditional upon the Effective Date occurring. Further details are set out in paragraph 17 of this announcement.

In addition to the Permitted Dividend, the Spirent Board will be entitled (if it sees fit) to declare and approve the payment of a dividend to Spirent Shareholders of up to 1.0 pence per Spirent Share if the Effective Date has not occurred by 30 June 2025 (the "Additional Dividend"). If declared, the Additional Dividend will be payable at any time thereafter and before the Effective Date (or, if the Acquisition is implemented by way of a Takeover Offer, at any time before the Takeover Offer becomes or is declared unconditional) to Spirent Shareholders on the register of members at the relevant record date. Payment of the Additional Dividend is not conditional upon the Effective Date occurring. Further details are set out in paragraph 17 of this announcement.

Keysight and Spirent have agreed that the Spirent Board may declare and pay the Permitted Dividend and the Additional Dividend without any reduction in the Acquisition Price. If, on or after the date of this announcement and prior to the Effective Date, any dividend, distribution, or other return of capital is declared, made, or paid or becomes payable by Spirent (other than the Permitted Dividend and/or Additional Dividend), Keysight reserves the right to reduce the Acquisition Price payable under the terms of the Acquisition for the Spirent Shares by an amount equal to the amount of any such dividend, distribution or other return of capital. In such circumstances, the Spirent Shareholders shall be entitled to retain any such dividend, distribution, or other return of capital declared, made, or paid.

The Acquisition is conditional on, amongst other things, the approval of Spirent Shareholders and the satisfaction of certain regulatory conditions.

It is expected that the Scheme Document will be published as soon as reasonably practicable and in any event within 28 days of this announcement or such later date as Spirent, Keysight and the Panel agree, and that the Court Meeting and the Spirent General Meeting will be held as soon as practicable thereafter. It is expected that the Scheme will become Effective (subject to the satisfaction, among other things, of certain regulatory conditions) during the first half of Keysight's next fiscal year (being 1 November 2024 to 30 April 2025). The Scheme Document and Forms of Proxy will be made available to Spirent Shareholders at no charge to them.

3        Background to and Reasons for the Acquisition

4        Spirent Recommendation

5        Background to and Reasons for the Recommendation

6        Spirent's views on the Combined Group

7        Information on Keysight

Keysight is a leading technology company that helps enterprises, service providers, and governments accelerate innovation to connect and secure the world by providing electronic design, emulation, and test solutions that are used in the design, simulation, manufacture, installation, optimisation, and secure operation of electronics systems in the communications, aerospace & defence, and industrial sectors. Keysight has over eight decades of operating history and experience developing deep customer relationships globally.

Keysight was spun-off from Agilent Technologies, Inc. in 2014 and has undergone a strategic shift towards being a more software-centric solutions business, helping to grow revenue, increase profitability and maintain a resilient and durable business model. The Keysight Group has an open and collaborative culture which has enabled it to generate value for customers and shareholders. The Keysight Group currently has approximately 15,000 employees worldwide and serves over 30,000 customers in more than 100 countries.

The Keysight Group has roots deeply embedded in the United Kingdom. It first commenced manufacturing in the United Kingdom in 1961 when it was part of the Hewlett Packard group. The Keysight Group also has successful acquisition and integration track records in the United Kingdom. Following Keysight's demerger from Agilent Technologies, Inc. in 2014, Keysight acquired three companies headquartered in the United Kingdom - Anite plc in 2015, Electro Services Enterprises Limited in 2015 and Eggplant Limited in 2020, each of which has been successfully integrated and continues to contribute to the Keysight Group. The Keysight Group has over 500 employees working in the United Kingdom today across its four active sites.

Keysight's shares are publicly listed on the NYSE with a current market capitalisation of approximately US$28 billion as at 27 March 2024 (being the last Business Day prior to publication of this announcement). For the financial year ended 31 October 2023, Keysight reported consolidated revenues of US$5.46 billion (2022: US$5.42 billion). Keysight has a strong balance sheet as represented by its BBB credit rating with S&P and Baa2 rating with Moody's Investor Services and expects and is committed to retaining these ratings post-Acquisition.

8        Information on Spirent

The Spirent Group is a global provider of automated test and assurance solutions for networks, cybersecurity, and positioning. The Spirent Group provides products, services and managed solutions that address the test, assurance and automation challenges of technologies, including 5G, SD-WAN, cloud, and autonomous vehicles.

Spirent's international positioning, navigation and timing business also addresses the needs of customers in research and development, verification and integration testing, including the testing of hybrid positioning and sensor fusion under real-world conditions.

The Spirent Group's strategy is built on three pillars: (i) customer-centricity; (ii) innovation for growth; and (iii) operational excellence. The Spirent Group is executing on this strategy to further develop its offerings into live networks, increasing its recurring revenue streams, and providing value-added services and solutions across the product portfolio.

The Spirent Group has approximately 1,500+ employees, and serves approximately 1,100 customers in over 50 countries. The Spirent Group is headquartered in Crawley, UK and has a presence in 10 additional locations including Holmdel New Jersey, Calabasas California, Paignton UK, Plano Texas, Honolulu Hawaii, Beijing China and Bangalore India.

For the financial year ended 31 December 2023, the Spirent Group generated revenue of US$474 million (2022: US$608 million), and adjusted operating profit of US$45 million (2022: US$130 million). The business performance is underpinned by a material order book, a strong balance sheet with a material cash balance and robust cash flows.

Spirent is a public limited company registered in England and Wales. The Spirent Shares are listed on the premium segment of the Official List and to trading on the main market of the London Stock Exchange. Spirent also operates the Spirent ADR Programme for which The Bank of New York Mellon acts as Depositary. Each Spirent ADR represents four Spirent Shares. The Spirent ADRs trade in the US on the OTC Pink market.

9        Spirent Current Trading

Spirent published its audited final results for the year ended 31 December 2023 on 5 March 2024 and its annual report and accounts for the year ended 31 December 2023 on 27 March 2024. Copies of these documents are available on Spirent's website at https://corporate.spirent.com/investors/results.

10      Directors, Management, Employees, Pensions, Research and Development, and Locations

Keysight's strategic plans and intentions with regard to Spirent's business

As part of its long-term global strategy, Keysight intends to build Spirent's expertise in designing automated testing and assurance solutions for networks, security, positioning, and other businesses technologies, and its strong customer relationships into centres of excellence and business units of the Combined Group, focused on customer applications, innovation and development.

Keysight believes that, due to the complementary nature of their respective businesses, there is a strong strategic fit between the Spirent Group's business and the Keysight Group's business. The Spirent Group's product offerings and technological assets are highly complementary to the Keysight Group's existing portfolio and the product diversity of the combined portfolios will enable the Combined Group to deliver better and more comprehensive solutions for various customers.

Keysight believes that the Keysight Group can better serve its customers by combining its product offerings with the Spirent Group's complementary product portfolio. The Keysight Group also believes that the Spirent Group's existing business would benefit from the opportunity to market a broader product offering and range of services to existing and new customers.

Prior to this announcement, consistent with market practice, Keysight has been granted access to the Spirent Group's senior management team for the purpose of undertaking confirmatory due diligence into the Spirent Group's business and operations as well as for the purposes of the potential synergy and cost savings analysis as described in paragraph 3. This has enabled Keysight to develop a preliminary strategy for the combined business as well as a preliminary assessment of potential synergy and cost saving opportunities for the Acquisition based on such information (as well as on its own outside-in perspectives). However, Keysight has not yet had access to sufficiently detailed information to formulate detailed plans or intentions regarding the impact of the Acquisition on the Spirent Group and this review will remain ongoing in the period to Completion.

Upon Completion, Keysight intends to work with the Spirent Group's leadership team to complete a full evaluation of the operations of the Spirent Group in order to confirm their assessment (the "Post-Completion Review"). The scope of the Post-Completion Review will include:

Keysight expects to substantially complete the Post-Completion Review within twelve months of Completion.

UK strategic capability and commitment

Keysight recognises the important role that the Spirent Group plays, both as a leading high-tech UK business and in supporting the UK's strategic capabilities. Under its ownership, Keysight intends for the Keysight Group to be a responsible steward of the Spirent Group's business and will continue to demonstrate a commitment to supporting the success of Spirent, in the UK and abroad.

Keysight intends to ensure that the Combined Group will continue to meet the contractual obligations of the Spirent Group in respect of goods and services supplied to or for the benefit of HM Government.

As noted in paragraph 7, the Keysight Group has roots deeply embedded in the United Kingdom. It first commenced manufacturing in the United Kingdom in 1961 when it was part of the Hewlett Packard group. The Keysight Group also has successful acquisition and integration track records in the United Kingdom. Following Keysight's demerger from Agilent Technologies, Inc. in 2014, Keysight acquired three companies headquartered in the United Kingdom - Anite plc in 2015, Electro Services Enterprises Limited in 2015 and Eggplant Limited in 2020, each of which has been successfully integrated and continues to contribute to the Keysight Group. The Keysight Group has over 500 employees working in the United Kingdom today across its four active sites.

Research and development

Keysight values the investment that the Spirent Group has made in its technology and the infrastructure and expertise within the Spirent Group and believes that research and development is important for the long-term success of the Combined Group.

The Keysight Group intends to continue to invest in research and development following Completion in order to drive new and ongoing successful technology development and product innovation in particular with regard to artificial intelligence and machine learning, security, cloud-native architecture and automation. While these general areas of focus for development and innovation have been identified based on the work undertaken by Keysight to date, the specific areas where further research and development investment is required have not. Keysight will perform a full review of the Spirent Group's product development roadmap and existing research and development functions as part of the Post-Completion Review. This may lead to the identification of business areas where expenditure can be increased in order to develop new, highly valued functionality or to accelerate the existing product development roadmap. Due to the Spirent Group and the Keysight Group's highly complementary technologies, Keysight does not intend to make material headcount reductions within the research and development teams of the Combined Group.

Following Completion, Keysight intends to conduct further analysis to ascertain which products have the potential to be built on more broadly across the wider Keysight Group. Any such products will have their product development roadmap prioritised. Based on the work undertaken to date, Keysight has no intention to discontinue the Spirent Group's existing product portfolio. Keysight intends to maintain the Spirent Group's existing product roadmaps and product portfolio following Completion.  

Employees and management

Keysight greatly values the skills, experience and expertise of the Spirent Group's management and employees and attaches great importance to their value and contribution in the context of the future success of the Combined Group as a business going forward. Identifying and retaining key staff within the Combined Group following Completion will be of critical importance to Keysight. Keysight believes that employees will benefit from greater growth and career opportunities through being part of the larger Combined Group.

As part of the Post-Completion Review, Keysight intends to look at ways to optimise the structure of the Combined Group in order to achieve the anticipated benefits of the Acquisition whilst leveraging its existing sizeable presence in the UK.

As noted in paragraph 3, as a result of Keysight's preliminary analysis, due to the Spirent Group's and the Keysight Group's highly complementary technologies, Keysight anticipates synergies will be realised primarily through synergies from the Keysight Group's SG&A infrastructure. Keysight anticipates that it can leverage its large global salesforce and extensive customer base to extend the reach of the Spirent Group's and the Keysight Group's combined portfolio of leading technologies and improve go to market efficiency. Keysight also intends to drive efficiencies and cost synergies through improvements to the Combined Group's operations, including leveraging back office resources, consolidation of near adjacent office space, synergies in using engineering tools and licenses, supply chain optimisation and the elimination or reduction of functions and expenses which have historically been related to Spirent's status as a listed company. Based on Keysight's preliminary evaluation, the synergy plan suggests headcount reductions of less than five per cent. across the Combined Group.

Keysight intends to approach employee and management integration with the aim of retaining and motivating the best talent across the Combined Group to create a best-in-class organisation. The planning, preparation, finalisation and implementation of any headcount reductions will be subject to comprehensive planning and appropriate engagement with stakeholders, including affected employees and any appropriate employee representative bodies. It is anticipated that efforts will be made to mitigate headcount reductions made as a result of redundancies, via natural attrition, the elimination of vacant roles and alternative job opportunities. Any affected individuals will be treated in a manner consistent with the Keysight Group's high standards, culture and practices as well as in accordance with the relevant terms of the Co-operation Agreement.

Following Completion, the existing contractual and statutory employment rights and terms and conditions of employment, of the management and employees of the Spirent Group, will be safeguarded and observed in accordance with applicable laws. Keysight's plans for the Spirent Group do not involve any material change in the employment of, or in the conditions of employment of, Spirent Group employees, unless otherwise agreed with the relevant employee. Upon and following Completion, Keysight intends (subject to the relevant terms of the Co-operation Agreement) to align the conditions of employment of the employees and management of the Spirent Group with the Keysight Group's employment policies, however Keysight does not have any detailed plans or intentions in this regard.

It is intended that, with effect from the Effective Date, each of Spirent's non-executive directors will resign from their office as a director of Spirent.

Other than as described above, Keysight does not intend to make any material changes to the balance of skills and functions of the employees or management of the Combined Group.

Pension schemes

Keysight does not intend to make any changes to the agreed employer contributions to the Spirent Group's existing defined benefit and defined contribution pension schemes (including with regard to any current arrangements for the funding of any scheme deficit in the defined benefit pension schemes) or to make any changes to the accrual of benefits for existing members or the admission of new members to such pension schemes following Completion.

Locations of business, fixed assets, and headquarters

The preliminary evaluation work carried out to date has identified that the Acquisition provides the opportunity to optimise the Spirent Group's and the Keysight Group's offices, facilities and locations. The Keysight Group also intends to integrate the Spirent Group's headquarter functions with those of the Keysight Group following completion of the Acquisition.

As part of the Post-Completion Review, Keysight intends to perform a full review of all of the Combined Group's expanded office and real estate footprint globally (with a particular focus on the Spirent Group's locations of business, including Spirent's headquarters) and this may lead to the identification of requirements for new locations, locations for future growth and investment or opportunities for consolidation in order to optimise the Combined Group's expense base, as well as to enable colleagues to work more closely together and enhance the corporate culture. As the review will be across the Combined Group, Keysight anticipates that a combination of existing Keysight Group and Spirent Group office and locations would be retained rather than just retaining Keysight Group offices.

Save as set out above with respect to the optimisation and integration of certain locations of business, Keysight has no intention to redeploy the fixed assets of Spirent.

Incentivisation and retention arrangements

Other than as set out in paragraph 12, Keysight has not entered into, nor has it had discussions on proposals to enter into, any form of incentivisation arrangements with members of the Spirent Group's management.

Trading facilities

Spirent is currently admitted to the premium listing segment of the Official List and to trading on the main market of the London Stock Exchange and, as set out in paragraph 16 below, application shall be made to the FCA and the London Stock Exchange to cancel such admissions to listing and trading of Spirent Shares with effect from (and subject to) Completion. It is also intended that, following the Effective Date and de-listing, Spirent will be re-registered as a private company.

It is also intended that, following the Effective Date, the Spirent ADR Programme will be terminated.

None of the statements in this paragraph 10 constitute "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.  

Views of the Spirent Board

In considering the recommendation of the Acquisition to Spirent Shareholders, the Spirent Directors have given due consideration to Keysight's intentions for the Spirent Group's business, management, employees and locations of business.

11      Spirent Share Plans

Participants in the Spirent Share Plans will be contacted regarding the effect of the Acquisition on their rights under the Spirent Share Plans and, where required, appropriate proposals shall be made to such participants pursuant to Rule 15 of the Takeover Code in due course.

Further details of the terms of such proposals shall be included in the Scheme Document (or, if Keysight has elected (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to exercise its right to implement the Acquisition by way of a Takeover Offer, the Offer Document) and in separate letters to be sent to participants in the Spirent Share Plans.

12      Arrangements between Keysight and Spirent Management

Keysight wishes to incentivise and retain key employees in the Spirent business in order to ensure successful Completion and to protect the business to be acquired. Accordingly, Keysight has: (i) acknowledged that Spirent may implement certain employee retention arrangements for a number of key Spirent Group employees identified by Spirent; and (ii) agreed that Keysight will implement retention arrangements for Spirent's executive directors which are conditional on Completion of the Acquisition, subject to the relevant employees being employed by the Spirent Group or Keysight Group on, and not having resigned prior to, the payment date except that where the relevant employee has, on or prior to the payment date, been subject to a Qualifying Termination or given or received notice of Qualifying Termination, payment shall be made in full within 30 days of the date of such Qualifying Termination if earlier.

As part of this, Eric Updyke, Chief Executive Officer of the Spirent Group, and Paula Bell, Chief Financial and Operations Officer of the Spirent Group, will each be entitled to receive cash payments from Keysight of 200 per cent. and 175 per cent. of their annual salaries, respectively, less any legally required deductions and subject to Completion and Spirent ceasing to be listed on the Official List of the London Stock Exchange. Subject to the leaver terms above, each executive will be paid 50 per cent. as soon as reasonably practicable following Spirent ceasing to be listed on the Official List of the London Stock Exchange and 50 per cent. as soon as reasonably practicable following the date falling six months following the Effective Date (the "Executive Retention Arrangements").

Confirmations from Rothschild & Co and UBS

As required by, and solely for the purposes of, Rule 16.2 of the Takeover Code, Rothschild & Co and UBS have (in their capacity as independent advisers to Spirent for the purposes of Rule 3 of the Takeover Code) reviewed the terms of the Executive Retention Arrangements as described above together with other information deemed relevant and advised Spirent that the Executive Retention Arrangements are fair and reasonable. In providing their advice, Rothschild & Co and UBS have taken into account the commercial assessments of the Spirent Directors.

13      Financing

The full cash consideration payable under the terms of the Acquisition, together with certain fees and expenses in connection with the Acquisition, will be funded through third party debt incurred by Keysight. Such third party debt is to be provided under a bridge facility agreement arranged by Citibank, N.A. (or an affiliate thereof) and BNP Paribas Securities Corp. (or an affiliate thereof) (the "Bridge Facility").

Centerview and Evercore, joint financial advisers to Keysight, confirm that they are satisfied that sufficient resources are available to Keysight to satisfy in full the cash consideration payable under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

14      Offer-related Arrangements

Confidentiality Agreement

Keysight and Spirent entered into a confidentiality agreement on 9 March 2024 (the "Confidentiality Agreement"), pursuant to which, among other things, Keysight and Spirent have undertaken to keep information relating to each other confidential and not to disclose it to third parties (other than to certain permitted recipients) unless required by law or regulation. Keysight has also undertaken to use confidential information of Spirent only in connection with the Acquisition. These obligations shall remain in force for a period of 18 months from the date of the Confidentiality Agreement or until Completion.

The Confidentiality Agreement also contains undertakings from Keysight that, for a period of nine months from the date of the Confidentiality Agreement, Keysight shall not solicit or employ (subject to certain customary exceptions) certain of Spirent's officers or senior managers.

Clean Team Agreement

Keysight and Spirent also entered into a clean team agreement dated 10 March 2024 (the "Clean Team Agreement"), the purpose of which is to set out terms governing the disclosure of competitively sensitive information by or on behalf of Spirent to certain specified employees of Keysight who are not involved in day-to-day commercial or strategic operations and decisions of Keysight and their external advisers only, as well as the related analysis, reporting and potential return or destruction of such information.

Confidentiality and Joint Defence Agreement

Further, Keysight , Spirent and their respective external regulatory counsel have entered into a confidentiality and joint defence agreement (the "Confidentiality and Joint Defence Agreement") dated 11 March 2024, the purpose of which is to ensure that the exchange and/or disclosure of certain materials relating to the parties and in relation to, in particular, the anti-trust and regulatory workstream only takes place between their respective external regulatory counsel and external experts, and does not diminish in any way the confidentiality of such materials and does not result in a waiver of any privilege, right or immunity that might otherwise be available.

Co-operation Agreement

Pursuant to a co-operation agreement dated on or around the date of this announcement between Spirent and Keysight (the "Co-operation Agreement"), among other things: (i) Spirent and Keysight have agreed to certain undertakings to co-operate and provide each other with information, assistance and access in a timely manner in relation to the filings, notifications or submissions as are necessary for the purposes of satisfying the regulatory conditions; (ii) Keysight has agreed to provide Spirent with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document; (iii) Keysight and Spirent have agreed to certain provisions providing Keysight with the ability to effect the Acquisition by way of a Takeover Offer rather than the Scheme (and Keysight and Spirent have agreed to certain customary provisions if Keysight elects to implement the Acquisition by means of a Takeover Offer); and (iv) Spirent and Keysight have agreed certain arrangements in respect of employees and the Spirent Share Plans, as well as directors' and officers' insurance.

Pursuant to the Co-operation Agreement, Keysight shall, and shall procure that the members of the Keysight Group shall, take all steps necessary to satisfy the regulatory conditions as promptly as practicable (and in any event, in sufficient time so as to enable the Effective Date to occur prior to the Long Stop Date).

The Co-operation Agreement shall be terminated with immediate effect:

·      if Keysight and Spirent so agree in writing at any time prior to the Effective Date;

·      upon service of written notice by Keysight to Spirent, if the Spirent Directors change their recommendation in certain circumstances;

·      upon service of written notice by either Keysight to Spirent or Spirent to Keysight, if:

o  the Scheme is not approved by the requisite majority of Spirent Shareholders at the Court Meeting or the Special Resolution(s) are not passed by the requisite majority of Spirent Shareholders at the Spirent General Meeting;

o  the Court makes a final determination not to sanction the Scheme;

o  prior to the Long Stop Date, any Condition has been invoked by Keysight (where the invocation of the relevant Condition has been specifically permitted by the Panel);

o  prior to the Long Stop Date, a third party announces a firm intention to make an offer for Spirent which completes, becomes effective or becomes or is declared unconditional;

o  if the Acquisition lapses, terminates or is withdrawn on or prior to the Long Stop Date other than: (i) as a result of Keysight's right to switch to a Takeover Offer; or (ii) it is otherwise to be followed within five Business Days (or such other period as Keysight and Spirent may agree in writing) by a firm offer announcement made by Keysight (or a person acting in concert with Keysight) to implement the Acquisition by a different offer or scheme on substantially the same or improved terms and which is (or is intended to be) recommended by the Spirent Directors; or

o  unless otherwise agreed by the parties in writing or required by the Panel, if the Effective Date has not occurred on or before the Long Stop Date.

15      Structure of and Conditions to the Acquisition

It is intended that the Acquisition will be implemented by means of a Court-approved scheme of arrangement between Spirent and Spirent Shareholders under Part 26 of the Companies Act, although Keysight reserves the right to implement the Acquisition by means of a Takeover Offer (subject to the consent of the Panel and the terms of the Co-operation Agreement).

The purpose of the Scheme is to provide for Keysight to become the holder of the entire issued and to be issued share capital of Spirent. This is to be achieved by the transfer of the Spirent Shares to Keysight, in consideration of which the Spirent Shareholders who are on the register of members at the Scheme Record Time shall receive cash consideration on the basis set out in paragraph 2 of this announcement. The transfer of the Spirent Shares to Keysight will result in Spirent becoming a wholly owned subsidiary of Keysight. In addition, each Spirent Shareholder on the register of members on the relevant record dates shall be entitled to receive the Permitted Dividend and (if applicable) the Additional Dividend.

The Acquisition is subject to the Conditions and further terms set out below and in Appendix I to this announcement and to be set out in the Scheme Document and will only become Effective if, among other things, the following events occur on or before 11.59 p.m. on the Long Stop Date:

(i)      the approval of the Scheme by a majority in number of the Spirent Shareholders who are present and vote (and are entitled to vote), whether in person or by proxy, at the Court Meeting and who represent 75 per cent. or more in value of the Spirent Shares voted by such Spirent Shareholders;

(ii)      the Special Resolution(s) required to approve and implement the Scheme being duly passed by 75 per cent. or more of the votes cast at the Spirent General Meeting;

(iii)     certain merger control, and foreign investment and other regulatory approvals (including in the United States, the United Kingdom, France and Germany) being obtained;

(iv)     the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Spirent and Keysight); and

(v)     following such sanction, the delivery of a copy of the Court Order to the Registrar of Companies.

The Conditions in paragraph 2 of Part A of Appendix I to this announcement provide, among other things, that the Scheme will lapse if:

provided, however, that the deadlines for the timing of the Court Meeting and the Spirent General Meeting as set out above may be waived by Keysight, and the Long Stop Date may be extended by agreement between Spirent and Keysight and with the consent of the Panel and (where relevant) the Court. Subject to satisfaction (or waiver, where applicable) of the Conditions, the Scheme is expected to become Effective during the first half of Keysight's next fiscal year (being 1 November 2024 to 30 April 2025).

Upon the Scheme becoming Effective: (i) it shall be binding on all Spirent Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the Spirent General Meeting (and, if they voted, irrespective of whether or not they voted in favour); and (ii) any share certificates in respect of Spirent Shares will cease to be valid and should be destroyed, and entitlements to Spirent Shares held within the CREST system will be cancelled.

The terms of the Scheme will provide that the Spirent Shares acquired under the Scheme shall be acquired fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of value (whether by reduction of share capital or share premium account or otherwise) made, on or after the Effective Date, save for the Permitted Dividend and the Additional Dividend.

Further details of the Scheme, including an indicative timetable for its implementation, shall be set out in the Scheme Document. It is expected that the Scheme Document and the Forms of Proxy accompanying the Scheme Document for use at the Court Meeting and the Spirent General Meeting will be distributed to Spirent Shareholders as soon as reasonably practicable and in any event within 28 days of the date of this announcement or such later date as Spirent, Keysight and the Panel may agree, and that the Court Meeting and the Spirent General Meeting will be held as soon as practicable thereafter. The Scheme Document and associated Forms of Proxy will be made available to all Spirent Shareholders at no charge to them.

16      De-listing and Re-registration

Prior to the Scheme becoming Effective, application shall be made to the FCA and London Stock Exchange for the cancellation of trading of the Spirent Shares on the London Stock Exchange's main market for listed securities and for the cancellation of the listing of the Spirent Shares on the premium segment of the Official List, in each case to take effect on or shortly after the Effective Date. It is expected that the last day for dealings in Spirent Shares on the main market of the London Stock Exchange is expected to be the last Business Day immediately prior to the Effective Date and no transfers shall be registered after 6.00 p.m. (London time) on that date.

On the Effective Date, any share certificates in respect of Spirent Shares shall cease to be valid and entitlements to Spirent Shares held within the CREST system shall be cancelled.

It is also intended that, following the Effective Date, the Spirent ADR Programme will be terminated.

It is also intended that, following the Scheme becoming Effective, Spirent will be re-registered as a private company under the relevant provisions of the Companies Act.

17      Dividends

As part of the Acquisition, the boards of Keysight and Spirent have agreed the declaration and payment of the Permitted Dividend in lieu of a final dividend for the year ended 31 December 2023. The Permitted Dividend is intended and expected to be declared by the Spirent Board and will be payable to Spirent Shareholders at any time before the Effective Date (or, if the Acquisition is implemented by way of a Takeover Offer, at any time before the Takeover Offer becomes or is declared unconditional) to Spirent Shareholders on the register of members at the relevant record date. Payment of the Permitted Dividend is not conditional upon the Effective Date occurring.

In addition to the Permitted Dividend, the Spirent Board will be entitled (if it sees fit) to declare and approve the payment of a dividend to Spirent Shareholders of up to 1.0 pence per Spirent Share if the Effective Date has not occurred by 30 June 2025. If declared, the Additional Dividend will be payable at any time thereafter and before the Effective Date (or, if the Acquisition is implemented by way of a Takeover Offer, at any time before the Takeover Offer becomes or is declared unconditional) to Spirent Shareholders on the register of members at the relevant record date. Payment of the Additional Dividend is not conditional upon the Effective Date occurring.

Keysight and Spirent have agreed that the Spirent Board may declare and pay the Permitted Dividend and the Additional Dividend without any reduction in the Acquisition Price. If, on or after the date of this announcement and prior to the Effective Date, any dividend, distribution, or other return of capital is declared, made, or paid or becomes payable by Spirent (other than the Permitted Dividend and/or the Additional Dividend), Keysight reserves the right to reduce the Acquisition Price payable under the terms of the Acquisition for the Spirent Shares by an amount equal to the amount of any such dividend, distribution or other return of capital. In such circumstances, the Spirent Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid.

18      The Spirent ADRs

The Spirent Shares underlying the Spirent ADRs will be included in the Acquisition. The entitlement of Spirent ADR Holders to receive the Acquisition Price under the terms of the Acquisition in respect of the Spirent Shares underlying their Spirent ADRs will be determined in accordance with the terms and conditions of the Spirent ADR Programme Deposit Agreement.

It is intended that, following the Effective Date, the Spirent ADR Programme will be terminated.

In addition, Spirent ADR Holders will not be entitled to vote directly on the Scheme or the Acquisition. Spirent ADR Holders will have the right to instruct the Depositary how to vote the Spirent Shares in respect of the Spirent Shares underlying their Spirent ADRs, subject to and in accordance with the terms and conditions of the Spirent ADR Programme Deposit Agreement. Spirent ADR Holders should take particular notice of the deadline for providing voting instructions, which may be earlier than that applicable to holders of Spirent Shares.

Spirent ADR Holders that wish to vote directly on the Scheme and the Acquisition must surrender their Spirent ADRs to the Depositary, pay the Depositary's fees and charges in accordance with the Spirent ADR Programme Deposit Agreement and become holders of Spirent Shares prior to the Voting Record Time, and in each case subject to and in accordance with the terms of the Spirent ADR Programme Deposit Agreement. Spirent ADR Holders that wish to vote directly on the Scheme and the Acquisition should take care to surrender their Spirent ADRs in time to permit processing to be completed by the Depositary and its custodian prior to the Voting Record Time. Spirent ADR Holders that hold Spirent ADRs through a broker or other securities intermediary should contact the intermediary to determine the date by which they must instruct that intermediary to act in order that the necessary processing can be completed on time.

19      Disclosure of Interests in Spirent

As at the close of business on 27 March 2024 (being the latest practicable date prior to the date of this announcement) so far as Keysight is aware neither Keysight nor any of its directors or any person acting, or deemed to be acting, in concert (within the meaning of the Takeover Code) with Keysight:

·      had any interest in, or right to subscribe for, or had any arrangement in relation to, Spirent Shares or any relevant securities of Spirent;

·      had any short position in relation to any Spirent Shares or any relevant securities of Spirent, whether conditional or absolute and whether in the money or otherwise, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, any Spirent Shares or any relevant securities of Spirent;

·      had any dealing arrangement of the kind referred to in Note 11 on the definition of "acting in concert" in the Takeover Code, in relation to Spirent Shares or in relation to any securities convertible or exchangeable into Spirent Shares;

·      had procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of Spirent Shares or any relevant securities of Spirent; or

·      has borrowed or lent any Spirent Shares or relevant securities of Spirent (including, for these purposes, any financial or collateral arrangements of the kind referred to in Note 3 on Rule 4.6 of the Takeover Code).

It has not been practicable for Keysight to make enquiries of all persons acting in concert with it in advance of the release of this announcement. Therefore, if Keysight becomes aware, following the making of such enquiries, that any of its concert parties have any such interests in relevant securities of Spirent, all relevant details in respect of Keysight's concert parties will be included in Keysight's Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code.

"Interests in securities" for these purposes arise, in summary, where a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who has a short position in securities is not treated as interested in those securities). In particular, a person shall be treated as having an "interest" by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

20      General

Keysight reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Spirent not already held by Keysight as an alternative to the Scheme.

In such event, the Takeover Offer shall be implemented on substantially the same terms, so far as applicable, and subject to the terms of the Co-operation Agreement, as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation) the inclusion of an acceptance condition set (subject to the Co-operation Agreement) at a level permitted by the Panel. Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient Spirent Shares are otherwise acquired to do so, it would be the intention of Keysight to apply the provisions of the Companies Act to acquire compulsorily any outstanding Spirent Shares to which the Takeover Offer relates.

The Acquisition shall be made subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. Certain terms used in this announcement are defined in Appendix III to this announcement.

It is expected that the Scheme Document will be published as soon as reasonably practicable and in any event within 28 days of this announcement or such later date as Spirent, Keysight and the Panel agree, and that the Court Meeting and the Spirent General Meeting will be held as soon as practicable thereafter. It is expected that the Scheme will become Effective (subject to, among other things, the satisfaction of certain regulatory conditions) during the first half of Keysight's next fiscal year (being 1 November 2024 to 30 April 2025). The Scheme Document and Forms of Proxy will be made available to Spirent Shareholders at no charge to them.

Each of Centerview, Evercore, Rothschild & Co, UBS and Jefferies has given and not withdrawn its consent to the publication of this announcement with the inclusion herein of the references to its name in the form and context in which they appear.

21      Documents Available on Website

Copies of the following documents shall be made available on Keysight's and Spirent's websites at http://investor.keysight.com/investor-resources/proposed-acquisition-of-spirent and https://corporate.spirent.com, respectively, until the Effective Date:

Enquiries:

Freshfields Bruckhaus Deringer LLP and WilmerHale are retained as legal advisers to Keysight.

Linklaters LLP is retained as legal adviser to Spirent.

BNP Paribas Securities Corp. and Citibank, N.A. are providing financing to Keysight and have also provided financial advice to Keysight in relation to the Acquisition.

This announcement contains inside information in relation to Spirent. The person responsible for arranging the release of this announcement on behalf of Spirent is Angus Iveson, Company Secretary & General Counsel.

Important Notices

Centerview Partners UK LLP ("Centerview"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Keysight and no one else in connection with the Acquisition and will not be responsible to anyone other than Keysight for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement. Neither Centerview nor any of its affiliates, nor any of Centerview's and such affiliates' respective members, directors, officers, controlling persons or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Centerview in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Keysight and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Keysight for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000 and successor legislation, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Keysight or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained herein.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to Spirent and no one else in connection with the Acquisition and will not be responsible to anyone other than Spirent for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained in this announcement, the acquisition of Spirent or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this announcement.

UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the UK. UBS is acting exclusively as corporate broker and financial adviser to Spirent and no one else in connection with the Acquisition. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this announcement or any other matter referred to herein.

Jefferies International Limited ("Jefferies") is authorised and regulated in the UK by the Financial Conduct Authority. Jefferies is acting exclusively as financial adviser and corporate broker to Spirent and no one else in connection with the Acquisition and will not be responsible to anyone other than Spirent for providing the protections afforded to clients of Jefferies nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained in this announcement, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Jefferies as to the contents of this announcement.

BNP Paribas is authorised and regulated by the European Central Bank and the Autorité de Contrôle Prudentiel et de Résolution. BNP Paribas is authorised by the Prudential Regulation Authority and is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of our regulation by the Prudential Regulation Authority are available from us on request. BNP Paribas has its registered office at 16 Boulevard des Italiens, 75009 Paris, France and is registered with the Companies Registry of Paris under number 662 042 449 RCS and has ADEME identification number FR200182_03KLJ. BNP Paribas London Branch is registered in the UK under number FC13447 and UK establishment number BR000170, and its UK establishment office address is 10 Harewood Avenue, London NW1 6AA. BNP Paribas is acting as financial adviser exclusively for Keysight and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Keysight for providing the protections afforded to clients of BNP Paribas or for providing advice in relation to the matters described in this announcement or any transaction or arrangement referred to herein.

Citigroup, which is a registered broker-dealer regulated by the SEC, is acting exclusively for Keysight and for no one else in connection with the Acquisition and other matters described in this announcement, and will not be responsible to anyone other than Keysight for providing the protections afforded to clients of Citigroup nor for providing advice in connection with the Acquisition or any other matters referred to in this announcement. Neither Citigroup nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Citigroup in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

In accordance with normal UK practice, Keysight or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Spirent, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, Citigroup will continue to act as exempt principal trader in Spirent Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer to sell, or an invitation to purchase, any securities or the solicitation of an offer to buy any securities, or of any vote or any approval in any jurisdiction, pursuant to the Acquisition or otherwise.

The Acquisition shall be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document to be published by Keysight) which, together with the Forms of Proxy (or forms of acceptance), shall contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision or vote in respect of, or acceptance of, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document).

This announcement is not an advertisement and does not constitute a prospectus or prospectus equivalent document.

This announcement has been prepared for the purpose of complying with English law and the Takeover Code. The information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions other than England and Wales.

Spirent will prepare the Scheme Document to be distributed to Spirent Shareholders. Spirent and Keysight urge Spirent Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.

Overseas Shareholders

The release, publication or distribution of this announcement in or into certain jurisdictions other than the UK may be restricted by law. Persons who are not resident in the UK or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Keysight or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into, or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality, or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into, or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into, or from such jurisdictions where to do so would violate the laws in that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

The availability of the Acquisition to Spirent Shareholders who are not resident in the UK may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the UK should inform themselves of, and observe, any applicable requirements.

The Acquisition shall be subject to the applicable requirements of English law, the Takeover Code, the Panel, the London Stock Exchange and the Financial Conduct Authority.

Additional Information for US Investors

The Acquisition relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.

Accordingly, the Acquisition is subject to the disclosure and procedural requirements applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer and proxy solicitation rules.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the US.

However, if Keysight were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would in addition need to be made in compliance with any applicable US laws and regulations, including any applicable exemptions under the US Exchange Act. Such a takeover would be made in the US by Keysight and no one else.

In the event that the Acquisition is implemented by way of a Takeover Offer, in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Keysight or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Spirent outside the US, other than pursuant to such Takeover Offer, during the period in which such Takeover Offer would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

In accordance with normal UK practice, Keysight or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Spirent, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

The receipt of consideration by a US shareholder or holder of Spirent ADRs pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes. Each Spirent Shareholder and Spirent ADR Holder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable US state and local, as well as overseas and other, tax laws.

Financial information relating to Spirent included in this announcement and the Scheme Document (or, if applicable, the Offer Document) has been or shall have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

Spirent is organised under the laws of England and Wales. Some or all of the officers and directors of Spirent are residents of countries other than the US. In addition, most of the assets of Spirent are located outside the US. As a result, it may be difficult for US shareholders of Spirent and Spirent ADR Holders to effect service of process within the US upon Spirent or its officers or directors or to enforce against it a judgment of a US court predicated upon the federal or state securities laws of the US.

Forward-Looking Statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Spirent, any member of the Spirent Group, Keysight, or any member of the Keysight Group contain statements which are, or may be deemed to be, "forward-looking statements" as defined in the US Exchange Act and are subject to the safe harbours created therein. Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Spirent, any member of the Spirent Group, Keysight, any member of the Keysight Group, or any member of the Combined Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

The forward-looking statements contained in this announcement may relate to Spirent, any member of the Spirent Group, Keysight, any member of the Keysight Group, or any member of the Combined Group's future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects" "intends", "assumes", "may", "will", "shall" or "should" or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Spirent, any member of the Spirent Group, Keysight, any member of the Keysight Group or any member of the Combined Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Spirent, any member of the Spirent Group, Keysight, any member of the Keysight Group, or any member of the Combined Group's business.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialise or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should, therefore, be construed in light of such factors.

None of Spirent, any member of the Spirent Group, Keysight, nor any member of the Keysight Group, nor any member of the Combined Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement shall actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements.

Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Combined Group, there may be additional changes to the Combined Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to Spirent, any member of the Spirent Group, Keysight, or any member of the Keysight Group, or any member of the Combined Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Spirent, any member of the Spirent Group, Keysight, any member of the Keysight Group and any member of the Combined Group expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No Profit Forecasts or Estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Keysight or Spirent, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Keysight or Spirent, as appropriate.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10^th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10^th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at http://www.thetakeoverpanel.org.uk/, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by Spirent Shareholders, persons with information rights and other relevant persons for the receipt of communications from Spirent may be provided to Keysight during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and Availability of Hard Copies

A copy of this announcement shall be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Spirent's and Keysight's websites at https://corporate. spirent.com and http://investor.keysight.com/investor-resources/proposed-acquisition-of-spirent by no later than 12 noon (London time) on the business day following the date of this announcement. For the avoidance of doubt, the contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

Spirent Shareholders may request a hard copy of this announcement by contacting Equiniti Limited by: (i) submitting a request in writing to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, UK; or (ii) contacting Equiniti between 8:30 a.m. and 5:30 p.m. (UK time), Monday to Friday (excluding English and Welsh public holidays), on +44 (0) 333 207 6530 (calls from outside the UK will be charged at the applicable international rate and you should use the country code when calling from outside the UK) -- calls may be recorded and monitored for training and security purposes. You must provide your full name and the full address to which the hard copy may be sent.

You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or accountant or from an independent financial adviser duly authorised under the Finance Services and Markets Act 2000 (as amended).

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Appendix I
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION

Part A

Conditions to the Acquisition

1.         The Acquisition is conditional upon the Scheme becoming unconditional and Effective, subject to the Takeover Code, by not later than 11.59 p.m. on the Long Stop Date.

Scheme approval

2.         The Scheme shall be subject to the following conditions:

2.1       

(a)       its approval by a majority in number of the Spirent Shareholders who are present and vote (and who are entitled to vote), whether in person or by proxy, at the Court Meeting and who represent not less than 75 per cent. in value of the Spirent Shares voted by those Spirent Shareholders; and

(b)      such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as: (i) Keysight may specify with the agreement of Spirent; or (ii) in a competitive situation, Keysight may specify with the consent of the Panel, and in each case if required, with the approval of the Court);

2.2       

(a)       the Special Resolution(s) being duly passed by Spirent Shareholders representing 75 per cent. or more of the votes cast at the Spirent General Meeting; and

(b)      such Spirent General Meeting being held on or before the 22nd day after the expected date of the Spirent General Meeting to be set out in the Scheme Document in due course (or such later date as: (i) Keysight may specify with the agreement of Spirent; or (ii) in a competitive situation, Keysight may specify with the consent of the Panel, and in each case if required, with the approval of the Court);

2.3       

(a)       the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Spirent and Keysight) and the delivery of a copy of the Court Order to the Registrar of Companies; and

(b)      the Court Hearing being held on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document in due course (or such later date as: (i) Keysight may specify with the agreement of Spirent; or: (ii) in a competitive situation, as Keysight may specify with the consent of the Panel, and in each case if required, with the approval of the Court).

General Conditions

3.         In addition, subject as stated in Parts B to D of this Appendix I below and to the requirements of the Panel, Keysight and Spirent have agreed that the Acquisition shall be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Antitrust approvals

United States

3.1         All required filings having been made under the HSR Act and all waiting periods under the HSR Act applicable to Completion, and any extensions thereto, having expired, lapsed or been terminated; and

3.2         No governmental or regulatory authority or court of competent jurisdiction shall have issued or entered under any US Antitrust Law any order, writ, injunction, judgment or decree (whether temporary, preliminary or permanent) which shall continue to be in effect, and no US Antitrust Law shall have been adopted or be enacted, entered or promulgated, in each case, that is then in effect and has the effect of enjoining or otherwise prohibiting Completion.

United Kingdom

3.3         A briefing paper or a merger notice has been submitted to the CMA and any of the following has occurred: 

(a)       the CMA having indicated in writing (including in the form of an e-mail) in a response to a briefing paper submitted by Keysight that the CMA has no further questions at this stage in relation to the Acquisition (or words to that effect); and as at the date on which all other Conditions to the Acquisition are satisfied or waived, the CMA has not:

(i)        subsequently requested further information in relation to the Acquisition or submission of a merger notice;

(ii)       given notice to either party that it is commencing a Phase I investigation;

(iii)      indicated that the statutory review period in which the CMA has to decide whether to make a reference under section 34ZA Enterprise Act 2002 has begun; or

(iv)      requested documents or attendance by witnesses under section 109 of the Enterprise Act 2002 which may indicate that it intends to commence the aforementioned statutory review period in respect of the Acquisition; or

(b)      where the CMA has commenced an investigation following the submission of a merger notice or a briefing paper:

(i)        the CMA having decided not to refer the Acquisition nor any matter arising from or relating to the Acquisition to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013 (a "Phase 2 CMA reference"); or

(ii)       in the event that a Phase 2 CMA reference is made, the CMA either:

(1)       concluding in a report published in accordance with section 38 of the Enterprise Act 2002 that neither the Acquisition nor any matter arising from or relating to the Acquisition may be expected to result in a substantial lessening of competition within any market or markets in the UK for goods or services; or

(2)       otherwise allowing the Acquisition and any matter arising from or relating to the Acquisition to proceed (with or without the imposition of requirements and conditions).

Foreign direct investment approvals

United Kingdom

3.4         A notification having been made and accepted under the NSI Act and one of the following having occurred: (i) the Secretary of State confirming before the end of the review period that no further action will be taken in relation to the Acquisition; (ii) if the Secretary of State issues a call-in notice in relation to the Acquisition, the parties receiving a final notification pursuant to section 26(1)(b) of the NSI Act containing confirmation that the Secretary of State will take no further action in relation to the call-in notice and the Acquisition under the NSI Act; or (iii) the Secretary of State making a final order pursuant to section 26(1)(a) of the NSI Act in relation to the Acquisition, save to the extent that such an order prohibits the Acquisition. 

France

3.5         A notification having been made in respect of obtaining French foreign investment clearance for the Acquisition pursuant to the French Monetary and Financial Code, by means of the French Ministry of the Economy having:

(a)       issued a decision stating that the Acquisition does not fall within the scope of the French foreign investment regulation; or

(b)      expressly approved the Acquisition with or without any requirements, measures and/or conditions to be complied with.

Germany

3.6         A notification having been made to the German Federal Ministry for Economic Affairs and Climate Action (Bundesministerium für Wirtschaft und Klimaschutz) under the German Foreign Trade Act (Außenwirtschaftsgesetz ("AWG")) in conjunction with the Foreign Trade Ordinance (Außenwirtschaftsverordnung ("AWV"), and the German Federal Ministry for Economic Affairs and Climate Action:

(a)       has granted a Certificate of non-objection (Unbedenklichkeitsbescheinigung) in accordance with sec. 58 para. 1 sentence 1 AWV; or

(b)      issued a clearance decision (Freigabe) in accordance with sec. 58a or sec. 61 AWV; or

(c)       otherwise informed a member of the Keysight Group that it will not initiate formal proceedings (Prüfverfahren) within the two months' time period specified in sec. 14a para. 1 no. 1 AWG; or

(d)      the applicable review period after receipt of a due notification has expired without any decision taken by the German Federal Ministry for Economic Affairs and Climate Action. 

Notifications, waiting periods and Authorisations

3.7        Other than in relation to the matters referred to in Conditions 3.1 to 3.6 of Part A of this Appendix I:

(a)       all material notifications, filings or applications which are deemed reasonably necessary by Keysight in connection with the Acquisition having been made;

(b)      all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate);

(c)       all statutory and/or regulatory obligations in any material jurisdiction having been complied with, in each case in respect of the Acquisition;

(d)      all Authorisations deemed reasonably necessary in any jurisdiction by Keysight for or in respect of the Acquisition and the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Spirent or any other member of the Spirent Group by any member of the Keysight Group having been obtained in terms and in a form reasonably satisfactory to Keysight (acting reasonably in consultation with Spirent) from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Spirent Group or the Keysight Group has entered into contractual arrangements;

(e)       all such Authorisations necessary, appropriate or desirable to carry on the business of any member of the Spirent Group in any jurisdiction having been obtained; and

(f)       all such Authorisations referred to in Conditions 3.7(d) and 3.7(e) of Part A of this Appendix I remaining in full force and effect at the time at which the Acquisition becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations in each case in any way that would be materially adverse in the context of the Spirent Group taken as a whole.

General antitrust and regulatory

3.8        Other than in relation to the matters referred to in Conditions 3.1 to 3.6 of Part A of this Appendix I, no antitrust regulator or other Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to, in any case to an extent or in a manner which is or would be materially adverse in the context of the Spirent Group taken as a whole:

(a)       require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Keysight Group or by any member of the Spirent Group of all or any material part of their businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

(b)      except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Keysight Group or the Spirent Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Spirent Group or any asset owned by any Third Party (other than in the implementation of the Acquisition);

(c)       impose any material limitation on, or result in a material delay in, the ability of any member of the Keysight Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of any shares or other securities in Spirent or on the ability of any member of the Spirent Group, or any member of the Keysight Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Spirent Group;

(d)      otherwise adversely affect any or all of the business, assets, profits or prospects of any member of the Spirent Group;

(e)       result in any member of the Spirent Group ceasing to be able to carry on business under any name under which it presently carries on business;

(f)       make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Spirent by any member of the Keysight Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly materially prevent or prohibit, restrict, restrain, or delay or otherwise to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Spirent by any member of the Keysight Group;

(g)      require, prevent or materially delay a divestiture by any member of the Keysight Group of any shares or other securities (or the equivalent) in any member of the Spirent Group; or

(h)       impose any material limitation on the ability of any member of the Keysight Group, or any member of the Spirent Group, to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Keysight Group and/or the Spirent Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Spirent Shares or otherwise intervene having expired, lapsed or been terminated.

Certain matters arising as a result of any arrangement, agreement, etc.

3.9        Except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Spirent Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Keysight Group of any shares or other securities in Spirent or because of a change in the control or management of any member of the Spirent Group or otherwise, could or might reasonably be expected to result in:

(a)       any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Spirent Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(b)      the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any member of the Spirent Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(c)       any such arrangement, agreement, lease, licence, franchise, permit or other instrument that is material being terminated or the rights, liabilities, obligations or interests of any member of the Spirent Group being materially adversely modified or materially adversely affected or any material obligation or liability arising or any materially adverse action being taken or arising thereunder;

(d)      the rights, liabilities, obligations, interests or business of any member of the Spirent Group, or any member of the Keysight Group, under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Spirent Group, or any member of the Keysight Group, in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or materially adversely modified or affected or any onerous obligation or liability arising or any material adverse action being taken thereunder;

(e)       any member of the Spirent Group ceasing to be able to carry on business under any name under which it presently carries on business;

(f)       the value of, or the financial or trading position or prospects of, any member of the Spirent Group being materially prejudiced or materially adversely affected; or

(g)      the creation or acceleration of any material liability (actual or contingent) by any member of the Spirent Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Spirent Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Conditions 3.9(a) to 3.9(g) of Part A of this Appendix I, in each case to the extent material in the context of the Spirent Group taken as a whole;

Certain events occurring since 31 December 2022

3.10      Except as Disclosed, no member of the Spirent Group having since 31 December 2022:

(a)       issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Spirent Shares out of treasury (except, where relevant, as between Spirent and wholly owned subsidiaries of Spirent or between the wholly owned subsidiaries of Spirent and except for the issue or transfer out of treasury of Spirent Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the Spirent Share Plans);

(b)      except for the Permitted Dividend and the Additional Dividend, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than the Permitted Dividend and Additional Dividend and dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of Spirent to Spirent or any of its wholly owned subsidiaries;

(c)       other than pursuant to the Acquisition (and except for transactions between Spirent and its wholly owned subsidiaries or between the wholly owned subsidiaries of Spirent and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings;

(d)      except for transactions between Spirent and its wholly owned subsidiaries or between the wholly owned subsidiaries of Spirent and, except for transactions in the ordinary course of business disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(e)       (except for transactions between Spirent and its wholly owned subsidiaries or between the wholly owned subsidiaries of Spirent and, except for transactions in the ordinary course of business) issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness;

(f)       entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is outside of the ordinary course of business and which is of a long term, unusual or onerous nature or magnitude or which is or which involves an obligation of a nature or magnitude which is materially restrictive on the business of any member of the Spirent Group;

(g)      save to the extent necessary to comply with any change in applicable law, entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or, except for salary increases, bonuses or variations of terms consistent with Spirent's normal practice, senior executive of any member of the Spirent Group;

(h)       save to the extent necessary to comply with any change in applicable law, proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Spirent Group which are material, except for salary increases, bonuses or variations of terms consistent with Spirent's normal practice;

(i)        purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in paragraph (h) above, made any other change to any part of its share capital;

(j)        except in the ordinary course of business, waived, compromised or settled any claim by or against any member of the Spirent Group;

(k)       terminated or varied the terms of any agreement or arrangement which is of a long term or unusual nature between any member of the Spirent Group and any other person;

(l)        except as necessary to comply with any change in applicable law, made or agreed or consented to any significant change to:

(i)        the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Spirent Group for its directors, employees or their dependants;

(ii)       the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;

(iii)      the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(iv)      the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to;

(m)      been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(n)       (other than in respect of a member of the Spirent Group which is dormant and was solvent at the relevant time) taken any steps, corporate action or had any legal proceedings instituted or threatened in writing against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(o)      (except for transactions between Spirent and its wholly owned subsidiaries or between the wholly owned subsidiaries of Spirent), made, authorised, proposed or announced an intention to propose any change in its loan capital;

(p)      (except for transactions between members of the Spirent Group and transactions entered into in the ordinary course of business) entered into, implemented or authorised the entry into, any joint venture, asset or profit-sharing arrangement, partnership or merger of business or corporate entities which would be restrictive on the business of any member of the Spirent Group;

(q)      taken (or agreed to take) any action which requires or would require, the consent of the Panel or the approval of Spirent Shareholders in a general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code; or

(r)       entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 3.10 of Part A of this Appendix I,

which, in any such case, is material in the context of the Spirent Group taken as a whole.

No adverse change, litigation, regulatory enquiry or similar

3.11      Except as Disclosed, since 31 December 2022:

(a)       no adverse change and no circumstance having arisen which would or might reasonably be expected to result in any adverse change in, the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Spirent Group which is material in the context of the Spirent Group taken as a whole;

(b)      no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened in writing, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Spirent Group or to which any member of the Spirent Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Spirent Group, in each case which would have a material adverse effect on the Spirent Group;

(c)       no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Spirent Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Spirent Group, in each case which would have a material adverse effect on the Spirent Group taken as a whole;

(d)      no contingent or other liability having arisen or become apparent to Keysight other than in the ordinary course of business which would adversely affect the business, assets, financial or trading position or profits or prospects of any member of the Spirent Group to an extent which is material in the context of the Spirent Group taken as a whole;

(e)       no member of the Spirent Group having conducted its business in breach of any applicable laws and regulations and which is material in the context of the Spirent Group taken as a whole or in the context of the Acquisition; and

(f)       no steps having been taken and no omissions having been made which would result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Spirent Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would have a material adverse effect on the Spirent Group taken as a whole.

No discovery of certain matters regarding information, liabilities and environmental issues

3.12      Except as Disclosed, Keysight not having discovered, and in each case to an extent which is material in the context of the Spirent Group, that:

(a)       any financial, business or other information concerning the Spirent Group publicly announced prior to the date of this announcement or Disclosed to any member of the Keysight Group by or on behalf of any member of the Spirent Group prior to the date of this announcement is misleading, contains a misrepresentation of any material fact, or omits to state a material fact necessary to make that information not misleading, where the relevant information has not subsequently been corrected prior to the date of this announcement by disclosure, either publicly or otherwise to any member of the Keysight Group taken as whole;

(b)      any past or present member of the Spirent Group has not complied with all applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability, including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Spirent Group;

(c)       there is or is reasonably likely to be any obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Spirent Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto to an extent which is material in the context of the Spirent Group taken as a whole; or

(d)      circumstances exist (whether as a result of making the Acquisition or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Spirent Group would be likely to be required to institute), an environmental audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the Spirent Group (or on its behalf) or by any person for which a member of the Spirent Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, which is material in the context of the Spirent Group taken as a whole.

Anti-corruption

(e)       any past or present member, director, officer or employee of the Spirent Group or any person that performs or has performed services for or on behalf of any such company is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-corruption or anti-bribery law, rule, or regulation concerning improper payments or kickbacks;

(f)       any member of the Spirent Group is ineligible to be awarded any contract or business under regulation 57 of the Public Contracts Regulations 2015 or regulation 80 of the Utilities Contracts Regulations 2015 (each as amended) or the US Federal Acquisition Regulation or Defence Federal Acquisition Regulation Supplement; or

(g)      any member of the Spirent Group has engaged in any transaction which would cause any member of the Keysight Group to be in breach of applicable law or regulation upon Completion, including the economic sanctions of the US Office of Foreign Assets Control, HM Treasury, the United Nations, or the European Union or any of its member states, save that this paragraph (g) shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable Blocking Law;

(h)       any past or present member, director, officer or employee of the Spirent Group:

(i)        has engaged in conduct which would violate any relevant anti-terrorism laws, rules, or regulations;

(ii)       has engaged in conduct which would violate any relevant anti-boycott law, rule, or regulation or any applicable export controls, including the UK and EU export controls, the Export Administration Regulations administered and enforced by the US Department of Commerce or the International Traffic in Arms Regulations administered and enforced by the US Department of State;

(iii)      has engaged in conduct which would violate, or has been designated as a target or subject of, any relevant economic sanctions laws or regulations, including those imposed by the US Office of Foreign Assets Control, the UK HM Treasury, the United Nations, and the European Union or any of its member states, save that this sub-paragraph (h)(iii) shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable Blocking Law; or

(iv)      has engaged in conduct which would violate any relevant laws, rules, or regulations concerning false imprisonment, torture or other cruel and unusual punishment, or child labour; or

(v)       is debarred or otherwise rendered ineligible to bid for or to perform contracts for or with any government, governmental instrumentality or international organisation.

No criminal property

(i)        any asset of any member of the Spirent Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Part B

Waiver and Invocation of the Conditions

1.         The Scheme will not become Effective unless the Conditions have been fulfilled or (if capable of waiver) waived or, where appropriate, have been determined by Keysight to be or remain satisfied by no later than the Long-Stop Date.

2.         Subject to the requirements of the Panel and in accordance with the Takeover Code, Keysight reserves the right to waive in whole or in part, all of the Conditions set out in Part A of this Appendix I except Conditions 2.1(a), 2.2(a) and 2.3(a) of Part A of this Appendix I, which cannot be waived. The deadlines in any of 2.1(b), 2.2(b) and 2.3(b) may be extended to such later date as may be agreed in writing by Keysight and Spirent (with the consent of the Panel and/or approval of the Court, if such consent and/or approval is required). If any of Conditions 2.1(b), 2.2(b) and 2.3(b) of Part A of this Appendix I is not satisfied by the relevant deadline specified in the relevant Condition, Keysight will make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Spirent to extend the deadline in relation to the relevant Condition.

3.         Under Rule 13.5(a) of the Takeover Code and subject to paragraph 4 below, Keysight may only invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Keysight in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise.

4.         Any Condition that is subject to Rule 13.5(a) of the Takeover Code may be waived by Keysight. Conditions 1 and 2 in Part A of this Appendix I and, if applicable, any acceptance condition if the Acquisition is implemented by means of a Takeover Offer, are not subject to Rule 13.5(a) of the Takeover Code.

5.         Keysight shall not be under any obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat, as fulfilled any of the Conditions in Part A of this Appendix I (to the extent capable of waiver) by a date earlier than the latest date for the fulfilment of that Condition, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

Part C

Implementation by way of Takeover Offer

1.         Keysight reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Spirent as an alternative to the Scheme.

2.         In such event, the Acquisition shall be implemented on substantially the same terms, so far as applicable, and subject to the terms of the Co-operation Agreement, as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation) the inclusion of an acceptance condition set at a level permitted by the Panel and (where applicable) the Co-operation Agreement. Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient Spirent Shares are otherwise acquired, it would be the intention of Keysight to apply the provisions of the Companies Act to acquire compulsorily any outstanding Spirent Shares to which such Takeover Offer relates.

Part D

Certain further terms of the Acquisition

1.         The Acquisition will be subject to the Conditions in Part A above, and to certain further terms set out in this Appendix I, and to the full terms and conditions which will be set out in the Scheme Document.

2.         The Acquisition is governed by English law and subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I and to be set out in the Scheme Document. The Acquisition is also subject to the applicable requirements of the Listing Rules and the provisions of the Takeover Code and any requirement of the Panel, the London Stock Exchange, the FCA and the Registrar of Companies.

3.         Each of the Conditions will be regarded as a separate Condition and will not be limited by reference to any other Condition.

4.         If Keysight is required by the Panel to make an offer or offers for any Spirent Shares under the provisions of Rule 9 of the Takeover Code, Keysight may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

5.         The Spirent Shares acquired under the Acquisition shall be acquired fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of value (whether by reduction of share capital or share premium account or otherwise) made, on or after the Effective Date, save for the Permitted Dividend and the Additional Dividend.

6.         Spirent Shareholders shall be entitled to receive the Permitted Dividend and Additional Dividend (if and to the extent declared by the Spirent Board and subject to the terms of the Co-operation Agreement), without any reduction in the Acquisition Price payable under the Acquisition.

7.         If, on or after the date of this announcement and prior to the Effective Date, any dividend, distribution, or other return of capital is declared, made or paid or becomes payable by Spirent (other than the Permitted Dividend and/or the Additional Dividend), Keysight reserves the right (without prejudice to any right of Keysight to invoke, with the consent of the Panel, Condition 3.10(b) of Part A of this Appendix I above) to reduce the Acquisition Price payable under the terms of the Acquisition for the Spirent Shares by an amount equal to the amount of any such dividend, distribution or other return of capital. In such circumstances, Spirent Shareholders shall be entitled to retain any such dividend, distribution, or other return of capital, declared, made or paid.

8.         If and to the extent that any dividend, distribution or other return of capital as contemplated by paragraph 7 above (other than the Permitted Dividend and/or the Additional Dividend) is paid or made prior to the Effective Date and Keysight exercises its right in accordance with paragraph 7 above to reduce the Acquisition Price payable under the Acquisition, any reference in this announcement to the Acquisition Price payable under the terms of the Acquisition shall be deemed to be a reference to the Acquisition Price as so reduced.

9.         If and to the extent that any such dividend, distribution or other return of capital as contemplated by paragraph 7 above (other than the Permitted Dividend and/or the Additional Dividend) has been declared or announced but not paid or made, or is not payable by reference to a record date prior to the Effective Date and is or shall be: (i) transferred pursuant to the Acquisition on a basis which entitles Keysight to receive the dividend, distribution or other return of value and to retain it; or (ii) cancelled, the Acquisition Price payable under the terms of the Acquisition shall not be subject to change.

10.        Any exercise by Keysight of its rights referred to in paragraph 8 above shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.

11.        Keysight also reserves the right to reduce the Acquisition Price payable under the Acquisition in such circumstances as are, and such amount as is, permitted by the Panel.

12.        The availability of the Acquisition to persons not resident in the UK may be affected by the laws of the relevant jurisdiction. Any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any application requirements.

13.        The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

14.        Keysight reserves the right to implement the Acquisition directly or with or through any direct or indirect subsidiary undertaking of Keysight from time to time.

Appendix II
SOURCES OF INFORMATION AND BASES OF CALCULATION

In this announcement, unless otherwise stated, or the context otherwise requires, the following sources and bases have been used:

1.         The financial information relating to Spirent is extracted (without material adjustment) from the Spirent Group's audited final results for the financial year ended 31 December 2023 and audited final results for the financial year ended 31 December 2022.

2.         As at the close of business on 27 March 2024 (being the last Business Day prior to the date of this announcement) Spirent has in issue 578,646,363 Spirent Shares. No Shares are held in treasury. The International Securities Identification Number for the Spirent Shares is GB0004726096.

3.         The value attributed to Spirent's entire issued and to be issued ordinary share capital as implied by the Acquisition Price of 199.0 pence per Spirent Share is based on the issued ordinary share capital as at 27 March 2024 (being the last Business Day prior to the date of this announcement) adjusted for the net dilutive effect of outstanding options and awards under the Spirent Share Plans as at 27 March 2024 and adjusted for the shares held by Spirent employee benefit trusts, being:

(a)       Spirent's existing issued share capital of Spirent Shares as described in paragraph 2 above;

(b)      plus a maximum of 6,882,045 net Spirent Shares to satisfy the exercise of outstanding options and/or vesting of awards under the Spirent Share Plans on or after the date of this announcement as at 27 March 2024; and

(c)       less 2,901,217 shares held by Spirent ESOT on 27 March 2024, 3,879 shares held by Spirent ESOT SSIP on 27 March 2024, and 537,835 shares held by UK Sharesave Trust on 27 March 2024.

4.         The implied enterprise value for Spirent of £1,105 million incorporates the value attributed to the existing issued and to be issued ordinary share capital of Spirent set out in paragraph 3 of this Appendix II, less cash and cash equivalents of US$108 million plus lease liabilities of US$21 million, as disclosed in the Spirent Group's audited final results for the year ended 31 December 2023, plus the Permitted Dividend of 2.5 pence per Spirent Share (an aggregate of approximately £15 million (approximately US$18 million)).

5.          All prices and Closing Prices for Spirent Shares are closing middle market quotations derived from the Daily Official List of the London Stock Exchange.

6.          Volume weighted average prices have been derived from Bloomberg and have been rounded to the nearest one decimal place.

7.          Exchange rates have been derived from Bloomberg and have been rounded to the nearest four decimal places.

8.          The exchange rate used for conversion of cash and cash equivalents and lease liabilities, as disclosed in the Spirent Group's audited final results for the year ended 31 December 2023, from US$ into GBP is 0.7851, derived from Bloomberg, as at 4.30 p.m. on 29 December 2023 (being the last Business Day of 2023).

9.          The exchange rate used for conversion of the Spirent Group's FY2023A adjusted operating profit and FY2023A adjusted earnings per share, as disclosed in the Spirent Group's audited final results for the year ended 31 December 2023, from US$ into GBP is 0.8038, derived from Bloomberg, based on an average daily exchange rate as at 4.30 p.m. from 3 January 2023 (being the first Business Day of 2023) to 29 December 2023 (being the last Business Day of 2023).

10.         The exchange rate used for any other conversion (not specified in paragraph 8 or 9 above) of US$ into GBP is 0.7920, derived from Bloomberg, as at 4.30 p.m. on 27 March 2024 (being the last Business Day prior to the date of this announcement).

11.        The exchange rate used for the conversion of GBP into US$ is 1.2626, derived from Bloomberg, as at 4.30 p.m. on 27 March 2024 (being the last Business Day prior to the date of this announcement).