Keysight Technologies Netherlands B.V. filed a draft mandatory tender offer to acquire 49.4% stake in ESI Group SA (ENXTPA:ESI) for ?410 million on November 7, 2023. The tender offer is for a cash consideration of ?155 per ESI Group share. As of November 30, 2023, Keysight has launched the offer, the offer will be opened from December 1, 2023 to January 8, 2024.

Following the issuance of the favorable reasoned opinion on the Offer, ESI Group acknowledges the resignation effective November 6, 2023 of (i) Cristel de Rouvray as member of the Board and Chairwoman of the Strategic Committee, (ii) Véronique Jacq as member of the Board and member of the Audit Committee and the Strategic Committee, (iii) Yves de Balmann as member of the Board and member of the Compensation / Nomination and Governance / CSR committee and the Strategic Committee and (iv) Alex Davern as member of the Board, Chairman of the Board, and member of the Strategic Committee and Compensation / Nomination and Governance / CSR committee. The Board has unanimously decided to appoint (i) Hamish Gray as Board member to replace Véronique Jacq, (ii) Jo Ann Juskie as Board member to replace Cristel de Rouvray and (iii) Jason Kary as Board member to replace Yves de Balmann, in each case for the remaining duration of the term of office of the resigning Board member. These appointments are subject to the ratification by the next General Meeting planned in June 2024.

The Board also appointed Hamish Gray as the new Chairman of the Board, Jason Kary and Rajani Ramanathan as members of the Audit Committee and Jo Ann Juskie and Patrice Soudan as members of the Compensation/Nomination & Governance/CSR Committee, Olfa Zorgati (current Deputy CEO, directrice Générale adjointe) as the new CEO (directrice générale). Cristel de Rouvray, CEO of ESI Group, has tendered her resignation. Based on this, the Board unanimously concluded that, in its reasoned opinion, the Offer was in the best interests of ESI Group, its shareholders and its employees.

ESI Group?s board of directors carefully reviewed the Offer filed by Keysight with the AMF, the decisions from the ad hoc committee appointed in the context of the Offer, and the report issued by Finexsi, the independent expert appointed by the Board, which concludes that the terms of the Offer and the possible squeeze-out that Keysight could implement at the end of the Offer are fair from a financial point of view, FINEXSI, SA served as s Fairness Opinion Providers J.P. Morgan SE and BNP Paribas are acting as presenting banks on the Offer, with BNP Paribas acting as guaranteeing bank. Marc Petitier and Max Turner of White & Case LLP advised J.P. Morgan SE on offer.