Keysight Announces Result of Cash Tender Offer for Shares of ESI Group
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Insights
The acquisition of a 98.2% stake in ESI Group by Keysight Technologies is a significant consolidation move within the tech sector, indicating a strategic expansion of Keysight's portfolio. This level of ownership allows Keysight to initiate a mandatory squeeze-out, a process to buy out the remaining shareholders. The financial conditions of the squeeze-out being identical to the public tender offer—155 euros per share—suggests a fair exit strategy for minority shareholders.
For Keysight, the acquisition cost must be weighed against the potential for revenue growth, synergies and enhanced market position. The suspension of trading for ESI Group shares will end upon the completion of the squeeze-out, which is a common procedure to facilitate the transition of ownership and mitigate market volatility. Investors and stakeholders of Keysight should monitor the integration process closely, as it can affect operational efficiency and the company's financial health in the short term, while potentially offering long-term gains through expanded capabilities and market share.
The acquisition of ESI Group by Keysight Technologies reflects a trend in the tech industry where companies are seeking to broaden their technological capabilities and competitive edge through strategic acquisitions. ESI Group's expertise likely complements Keysight's existing offerings and the integration of their technology and customer base can provide Keysight with a stronger foothold in the market.
It is important to assess how this acquisition aligns with Keysight's long-term strategy and whether it enables the company to enter new markets or enhance its product lineup. The potential for cross-selling and up-selling to the combined customer base could result in increased revenue streams. However, the success of such mergers hinges on effective post-merger integration, which can pose significant challenges and risks. Investors should consider the company's track record in managing acquisitions and their impact on financial performance.
The squeeze-out procedure that Keysight Technologies intends to implement is a legal mechanism that enables a majority shareholder to acquire the remaining shares of a company after surpassing a certain ownership threshold, which is typically set by the jurisdiction's financial regulations. In this case, the French Financial Markets Authority (AMF) oversees the process.
Keysight's compliance with the AMF regulations, including the fairness of the financial conditions offered to the remaining shareholders, is crucial to avoid legal disputes. The mandatory squeeze-out helps prevent the inefficiencies and potential conflicts associated with having a small fraction of minority shareholders in a nearly wholly-owned subsidiary. For the remaining minority shareholders of ESI Group, the squeeze-out represents the final opportunity to liquidate their holdings at the stipulated price, which should be a consideration in their investment decisions.
Greater than
Upon the settlement-delivery of the Offer, which will occur on 18 January 2024, Keysight will hold a total of 6,055,000 ESI Group shares representing
Based on this result, Keysight will shortly formulate a request to the AMF to implement the squeeze-out, as indicated in the Offer Document relating to the Offer.
The squeeze-out will be subject to the same financial conditions as the Offer, namely
Trading on ESI Group’s shares has been suspended pending implementation of the squeeze-out.
The AMF notice of the result is available on its website (https://www.amf-france.org/).
Disclaimer
This press release has been prepared for information purposes only. It does not constitute an offer to buy or a solicitation to sell ESI Group securities in any jurisdiction, including
The dissemination, publication or distribution of this press release may be subject to specific regulations or restrictions in certain countries. Accordingly, persons in possession of this press release are required to inform themselves about and to comply with any local restrictions that may apply.
About ESI Group
Founded in 1973, ESI Group envisions a world where Industry commits to bold outcomes, addressing high stakes concerns - environmental impact, safety and comfort for consumers and workers, and adaptable and sustainable business models. ESI Group provides reliable and customized solutions anchored on predictive physics modeling and virtual prototyping expertise to allow industries to make the right decisions at the right time while managing their complexity. Acting principally in automotive & land transportation, aerospace, and heavy industry, ESI Group is present in more than 15 countries, employs 1,000 people around the world, and reported 2022 sales of
About Keysight Technologies
At Keysight (NYSE: KEYS), we inspire and empower innovators to bring world-changing technologies to life. As an S&P 500 company, we're delivering market-leading design, emulation, and test solutions to help engineers develop and deploy faster, with less risk, throughout the entire product lifecycle. We're a global innovation partner enabling customers in communications, industrial automation, aerospace and defense, automotive, semiconductor, and general electronics markets to accelerate innovation to connect and secure the world. Learn more at Keysight Newsroom and www.keysight.com.
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1 On the basis of a total of 6,168,593 shares on 31 December 2023, representing 6,282,186 theoretical voting rights, following the loss of double voting rights, as the case may be, attached to ESI Group shares tendered in the Offer.
Source: IR-KEYS
View source version on businesswire.com: https://www.businesswire.com/news/home/20240110370672/en/
Investor Contact
Jason Kary
+1 707 577 6916
Jason.kary@keysight.com
Media Contact
Andrea Mueller
+1 408 218 4754
Andrea.mueller@keysight.com
Source: Keysight Technologies, Inc.
FAQ
What is the outcome of the public tender offer initiated by Keysight Technologies, Inc. for ESI Group's shares?
When will the settlement-delivery of the Offer occur?
What will be the financial conditions of the squeeze-out?
Where can the AMF notice of the result be found?
