ESI Group

PRESS RELEASE OF NOVEMBER 30 2023 - Seite 2

IMPORTANT NOTICE

In accordance with the provisions of Article L. 433-4 II of the French Monetary and Financial Code and Articles 237-1 et seq. of the AMF General Regulation, in the event that, at the end of the Offer, the number of ESI Group shares not tendered by the minority shareholders (with the exception of the shares subject to a liquidity mechanism) would represent no more than 10% of the share capital and voting rights of ESI Group, Keysight Technologies Netherlands B.V. intends to ask the AMF for the implementation, within ten (10) trading days following the publication of the results of the Offer, or, if the Offer is re-opened, within three (3) months following the closing of the reopened offer (the “Reopened Offer”), of a squeeze-out procedure in order to transfer the ESI Group shares not tendered in the Offer (other than the shares subject to a liquidity mechanism and treasury shares), in return for a compensation per share equal to the Offer price, i.e., EUR 155 per share, net of all costs.

 

The Offer is not and will not be proposed in any jurisdiction where it would not permitted by applicable law. Acceptance of the Offer by persons residing in countries other than France and the United States of America may be subject to specific obligations or restrictions imposed by legal or regulatory provisions. The recipients of the Offer are solely responsible for compliance with such laws and it is therefore their responsibility, before accepting the Offer, to determine whether these laws exist and are applicable, with the assistance of their own advisors.

 

The Offer will be made in the United Sates of America pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”) and Regulation 14E of the 1934 Act, subject to exemptions provided by Rule 14d-1(c) of the 1934 Act for a Tier I tender offer.

 

For more information, see paragraph 2.16 (Offer restrictions outside of France) of the Offer Document.

The Offer Document must be read jointly with all other documents published in connection with the Offer.

In accordance with article 231-28 of the AMF’s general regulation, the information relating to the legal, financial and accounting characteristics of Keysight Technologies Netherlands B.V. was filed with the AMF on November 28, 2023, and made available to the public on November 29, 2023.