ESI Group and Keysight Technologies take next step in acquisition process

22 九月 2023
Paris, France

ESI Group (ISIN code: FR0004110310, Symbol: ESI) and Keysight Technologies Inc (NYSE: KEYS) announce the signature of a share purchase agreement for the acquisition by Keysight Technologies, Inc. of a majority stake in the capital of ESI Group SA at a price of 155 EUR per share. This step forward is made possible by the completion of the consultation of ESI Group's workers’ council on September 19, 2023.

On June 29, 2023, ESI Group and Keysight Technologies, Inc. announced that Keysight had made a binding offer to certain shareholders of ESI Group (the “Sellers ”) to acquire a controlling block of ESI Group’s share capital, representing in aggregate 50.6% of the share capital and 55.8% of the theoretical voting rights  of ESI Group, at a price per share of 155 euros to be paid in cash, and in return for entering into exclusivity. Under Keysight’s binding offer, the block acquisition, once completed, would be followed by the filing by Keysight of a proposed mandatory tender offer for the remaining shares of ESI Group outstanding at the time and, if the legal conditions are met at the end of the offer, a squeeze-out procedure and the delisting of ESI Group from Euronext Paris.

Obtaining the opinion of ESI Group's Workers’ Council marks a new step enabling the signature, on 22 September 2023, of a share purchase agreement between Keysight and the Sellers relating to this controlling block of shares.

The acquisition is expected to be completed in the fourth quarter of 2023, subject to obtaining the necessary regulatory approvals. This would be followed by the filing of the tender offer. The market will be kept informed of the progress of this transaction and a detailed announcement will be made in due course.

ESI Group expresses its gratitude to its partners, shareholders, and all its stakeholders who support this strategic project.