Recommended Cash Acquisition of Spirent Communications by Keysight

Further to the announcement of 2 December 2024, Keysight Technologies, Inc. (NYSE: KEYS) (“Keysight”) today announces that it has entered into an agreement with VIAVI Solutions, Inc. (“VIAVI”) (NASDAQ: VIAV) for the sale of Spirent’s high-speed ethernet and network security business lines (the “Divestment Business”) to VIAVI.

The sale of the Divestment Business is subject to customary conditions, including regulatory approvals and completion of Keysight’s acquisition of Spirent (the “Acquisition”). Keysight currently expects the sale of the Divestment Business to complete shortly after the Acquisition becoming effective.

Keysight continues to believe that the Acquisition represents a highly compelling combination for both Keysight and Spirent stakeholders.

Consistent with Keysight’s approach to proactively address regulatory processes, Keysight remains committed to working quickly and constructively with the relevant regulatory authorities to satisfy the Conditions to the Acquisition. Keysight continues to actively work towards the Scheme becoming effective during the first half of Keysight’s current fiscal year (period ending 30 April 2025). The parties continue to keep the timetable under close review and will provide any updates as required.

Keysight notes that, on 7 October 2024, Keysight and Spirent entered into an amendment to a non-disclosure agreement between the parties and a clean team agreement between the parties, dated 9 March 2024 and 10 March 2024 respectively (the “Amendment Letter”). A copy of the Amendment Letter will be made available on Spirent and Keysight websites at https://corporate.spirent.com/ and https://investor.keysight.com/investor-resources/proposed- acquisition-of-spirent/.

Capitalised terms in this announcement, unless otherwise defined, have the same meanings given to them in the Update on Regulatory Clearances announcement in relation to the Acquisition published on 2 December 2024.

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.

Source: IR-KEYS

View source version on businesswire.com: https://www.businesswire.com/news/home/20250302378771/en/