Keysight Technologies yesterday announced the successful acquisition of shares representing 50.6% of ESI Group SA. 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 for all remaining outstanding shares of ESI Group, at a price of 155 euros per share 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.
