Entry Into Exclusive Negotiations Between Keysight and ESI Group’s Main Shareholders to Acquire a Controlling Block Followed by the Launching of a Mandatory Cash Tender Offer

Regulatory News:

Summary

Keysight Technologies, Inc. (Keysight) (NYSE:KEYS) and ESI Group SA (ISIN Code: FR0004110310, Euronext Paris Symbol: ESI) are pleased to announce that Keysight has made a binding offer to certain shareholders of ESI Group to acquire a controlling block of ESI Group’s share capital, representing in aggregate 50.6%¹ of the share capital and 55.8%¹ of the theoretical voting rights of ESI Group, at a price per share of 155 euros in cash, and in return for entering into exclusivity.

The offer price of 155 euros per share represents a premium of approximately:

• 72% to the closing price of 90.0 euros per share on 17 May 2023, being the last business day before the announcement by ESI Group of the existence of preliminary discussions with certain third parties in response to press rumors (the "Leak Announcement Date"); and
• 95% to the volume weighted average price of 79.4 euros per share for the three months up to the Leak Announcement Date.

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.

Full length press release

Keysight and ESI Group today announced that Keysight has made a binding offer to acquire a 50.6%¹ controlling interest in ESI Group, which would be followed by the mandatory filing by Keysight of a tender offer for the remaining shares issued by ESI Group at a price per share of 155 euros paid in cash, and that they have entered into exclusive negotiations.

The acquisition values ESI Group’s entire issued and to be issued share capital under stock options and free share plans at approximately 913 million euros on a fully diluted basis.

ESI Group’s sophisticated software solutions simulate a product’s behavior during testing and real-life use. The company’s portfolio is highly differentiated, with predictive simulation technology for the most challenging system designs. ESI Group’s real-time digital twin solutions combine model-driven simulation with data-driven test to create virtual simulations, and its immersive industrial solutions enable workflow automation and virtual manufacturing.