Viavi terminates plan to acquire Spirent Communications

Viavi stated: “On 5 March 2024, the boards of Viavi Bidco and Spirent announced that they had reached agreement on the terms of a recommended cash offer by Viavi Bidco to acquire the entire issued and to be issued share capital of Spirent for an acquisition value of 175 pence per Spirent Share, comprising cash consideration of 172.5 pence and a permitted special dividend payment of 2.5 pence per Spirent Share. Such offer was to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. On 27 March 2024, Spirent published the scheme document to convene the Court Meeting and General Meeting of Spirent Shareholders to approve the Viavi Scheme, with such meetings to be held on 1 May 2024. Defined terms used but not otherwise defined in this announcement have the meanings given to them in the Scheme Document. On 28 March 2024, the boards of Spirent and Keysight Technologies Inc. announced that they had reached agreement on the terms of a recommended cash offer by Keysight to acquire the entire issued and to be issued share capital of Spirent for an acquisition value of 201.5 pence per Spirent Share, comprising cash consideration of 199 pence and a permitted special dividend payment of 2.5 pence per Spirent Share. The announcement on 28 March 2024 included the withdrawal by the Spirent Directors of their recommendation of the Viavi Offer. On 17 April 2024, the Viavi Scheme Shareholder Meetings, due to be held on 1 May 2024, were adjourned indefinitely. The Viavi Scheme was conditional, amongst other things, on the Viavi Scheme Shareholder Meetings being held on or before the 22nd day after 1 May 2024, being the expected date of the Viavi Scheme Shareholder Meetings. Accordingly, conditions 2.1(b) and 2.2(b), as set out in Part III of the Scheme Document, have not been satisfied by 23 May 2024 and, as such, the Viavi Scheme has lapsed. In addition, Viavi Bidco has served notice to terminate the Co-operation Agreement.”