Keysight Completes the Acquisition of a Controlling Block of Shares of ESI Group and Confirms its Intent to Launch a Tender Offer for the Remaining Outstanding Shares

• Completion of Keysight's acquisition of a controlling block representing 50.6% of the share capital of ESI Group.
• Intent to file a public tender offer ("offre publique d'achat ") with France's Autorité des Marchés Financiers (AMF) for all of the remaining outstanding shares.
• The tender offer is for a cash consideration of 155 euros per ESI Group share.
• Provided the required conditions are met, the tender offer will be followed by a mandatory squeeze-out and the delisting of ESI Group from Euronext Paris.

Keysight Technologies, Inc. (NYSE: KEYS), today announced the successful acquisition of shares representing 50.6% of ESI Group SA (Euronext Paris Symbol: ESI) (“ESI Group”). Following the announcement on June 28, 2023, of the binding agreement between Keysight and ESI Group’s main shareholders, the transaction received a positive opinion from ESI Group’s workers council, as well as the approval of the relevant authorities.

Keysight Technologies also confirms its intention to proceed with the filing of a mandatory tender offer (« offre publique d’achat ») for all remaining outstanding shares of ESI Group, at a price of 155 euros per share (the « Offer ») in the coming days. Once filed, this tender offer and the draft offer document will be subject to the AMF’s review, which will assess their conformity with the relevant legal and regulatory provisions. The timeline of the Offer, which will be decided by the AMF, will be published at a later stage.

Should the Offer result in ESI Group’s remaining minority shareholders holding no more than 10% of the company’s share capital and voting rights, then Keysight intends to proceed with a mandatory squeeze-out of all remaining ESI Group shares at the end of the Offer period and to delist ESI Group from Euronext Paris.

ESI Group’s board of directors previously welcomed the transaction as publicly announced on June 28, 2023, and, on the basis of the decisions of the ad hoc committee appointed in the context of the Offer, will release an opinion on the terms of the Offer in due course. They appointed Finexsi as an independent expert to provide a report that includes a fairness opinion on the financial terms of the Offer.

J.P. Morgan SE and BNP Paribas are acting as presenting banks on the Offer, with BNP Paribas acting as guaranteeing bank.

About ESI Group

Founded in 1973, ESI Group envisions a world where Industry commits to bold outcomes, addressing high stakes concerns - environmental impact, safety and comfort for consumers and workers, and adaptable and sustainable business models. ESI Group provides reliable and customized solutions anchored on predictive physics modeling and virtual prototyping expertise to allow industries to make the right decisions at the right time while managing their complexity. Acting principally in automotive & land transportation, aerospace, and heavy industry, ESI Group is present in more than 15 countries, employs 1,000 people around the world, and reported 2022 sales of 130 million euros. ESI is headquartered in France and is listed in compartment B of Euronext Paris.

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

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