Viavi Solutions Inc. (NasdaqGS:VIAV) agreed to acquire Spirent Communications plc (LSE:SPT) from a group of shareholders for £1 billion on March 5, 2024. The Acquisition is conditional on, amongst other things, the approval of Spirent Shareholders and the satisfaction of certain regulatory conditions. Accordingly, the Spirent Directors intend to recommend unanimously that Spirent Shareholders vote in favor of the Scheme at the Court Meeting and the Special Resolution(s) to be proposed at the Spirent General Meeting. A Group of Spirent Directors who holds 1,347,466 shares, representing 0.2329% of Spirent, have given irrevocable undertakings to vote in favor of the Scheme at the Court Meeting and the Special Resolution to be proposed at the Spirent General Meeting. Bill Thomas owns 0.0117%, Edgar Masri owns 0.0035%, Eric Updyke owns 0.1722%, Gary Bullard owns 0.0065%, Jonathan Silver owns 0.0173%, Paula Bell owns 0.0360%, and Margaret Buggie owns 0.0018% in Spirent. The full cash consideration payable under the Acquisition, together with certain fees and expenses in connection with the Acquisition, is being fully funded by a combination of cash resources available to Viavi, £314.428 million investment from Silver Lake in the form of Convertible Notes issued by Viavi to Silver Lake and debt financing comprise a £628.856 million 7-year senior secured term loan; a £235.821 million senior secured 364-day cash flow term loan; and a £78.607 million senior secured revolving credit facility. Viavi has obtained fully underwritten commitments from Wells Fargo Bank, N.A. (the Lender) to provide the Term Loan, the Cash Flow Facility, the Revolving Credit Facility, and, if applicable, each of the Interim Facilities pursuant to the Interim Facilities Agreement. The transaction is subject to Spirent Shareholder approval, certain regulatory closing approvals, antitrust clearances, approval of the Scheme by Spirent shareholders at the Court Meeting and General Meeting and the sanction of the Scheme by the Court; and Scheme is expected to become Effective during the second half of 2024. The Scheme will lapse if the Acquisition is not completed before on September 6, 2025. As of March 28, 2024, Spirent Communications plc received a superior offer from Keysight Technologies, Inc. (NYSE:KEYS), subsequently. Accordingly, the Spirent Directors intend to recommend unanimously that Spirent Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution(s) to be proposed at the Spirent General Meeting, each of which is to be convened in due course. The Spirent Directors have withdrawn their recommendation of the Viavi Offer and will intend to adjourn the Viavi Offer Shareholder Meetings. A separate announcement will be made by Spirent in this regard. The Spirent Directors unanimously support and intend to take the relevant actions to implement the Acquisition. VIAVI Solutions notes the announcement made by Keysight Technologies, Inc. of a recommended cash acquisition of Spirent by Keysight. VIAVI believes that its Acquisition represents certain value and notes its limited business overlap with Spirent relative to Keysight. VIAVI believes that the proposed combination of Keysight and Spirent would further entrench Keysight?s leading position in many product segments, which would limit customer choice.

The Spirent Directors, who have been so advised by Aadeesh Aggarwal, Albrecht Stewen and Mitul Manji of Rothschild & Co and Craig Calvert, Sandip Dhillon and Josh Chauhan of UBS Group AG as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. Jason DiLullo, Milad Zarpak and Peter Spofforth of Qatalyst Partners LP Lead Financial Adviser to Viavi. Mark Hutt, Kevin C. Siebert, Nandini Acharya, Ilan Daskal, Fan Zou and Andrea Corti of Wells Fargo Securities, LLC Financial Adviser to Viavi. N.M. Rothschild & Sons Limited Lead Financial Adviser to Spirent. Craig Calvert, Sandip Dhillon and Josh Chauhan of UBS AG London Branch Lead Financial Adviser and Corporate Broker to Spirent. Philip Yates, Phil Berkowitz and Ed Matthews of Jefferies International Limited Financial Adviser to Spirent. Fried, Frank, Harris, Shriver & Jacobson LLP is retained as legal adviser to Viavi. Matthew Hearn and James Inglis of Linklaters LLP is retained as legal adviser to Spirent. David Hahn, Nick Benham, Demian von Poelnitz, Aaron Ferner and Alon Gurfinkel of Davis Polk & Wardwell LLP is advising the administrative agent and the lead arranger in connection with debt financing provided to Viavi Solutions Inc. Paul Whitelock and James Dunnett of Norton Rose Fulbright is advising Qatalyst Partners LP. Equiniti Limited is the Registrar of Spirent.

The acquisition of Spirent Communications plc (LSE:SPT) by Viavi Solutions Inc. (NasdaqGS:VIAV) from a group of shareholders is cancelled on March 28, 2024.