VIAVI Solutions, a leading provider of communications test, measurement and optical technologies, and Spirent Communications, a global provider of automated test and assurance solutions for networks, cybersecurity and positioning, announced an agreement on the terms of a cash offer for Spirent which the Spirent Board intends to unanimously recommend. The Acquisition price values Spirent at approximately £1,005 million, or $1,277 million based on the British pound sterling to U.S. dollar exchange rate on March 4, 2024.
Under the terms of the Acquisition, Spirent Shareholders will receive 172.5 pence per Spirent share in cash (the Acquisition price). Spirent Shareholders will also receive a special dividend of 2.5 pence per Spirent share in lieu of a final dividend for the year ended December 31, 2023. The Acquisition is expected to close during the second half of 2024, subject to shareholder approvals and other customary closing conditions, including Spirent Shareholder approval and certain regulatory closing approvals. The Spirent Directors who hold shares of Spirent have signed irrevocable agreements in support of the Acquisition.
Spirent provides products, services and managed solutions that address the test, assurance and automation challenges of technologies, including 5G, software-defined wide area networks (“SD-WAN”), cloud and autonomous vehicles. Spirent’s international positioning, navigation and timing business also addresses the needs of customers in research and development, verification and integration testing, including the testing of hybrid positioning and sensor fusion under real-world conditions. Spirent’s strategy is built on three pillars—customer-centricity, innovation for growth and operational excellence. Spirent is executing on this strategy to further develop its offerings into live networks, increasing its recurring revenue streams and providing value-added services and solutions across the product portfolio.
Sir Bill Thomas, Chairman of Spirent
The Spirent Board intends to unanimously recommend this all-cash offer, which not only represents an attractive outcome for Spirent Shareholders, but also provides a significant opportunity for employees, customers and other stakeholders through what is a highly strategic and highly complementary combination. With its strong management team, global scale and the cultural alignment between our businesses, we are confident that in VIAVI, we have found the right owner to take Spirent on to the next phase of its growth story.
Eric Updyke, Chief Executive Officer of Spirent
Combining with VIAVI brings together a highly complementary product offering which can be marketed globally. It will enable Spirent to build on the strategic progress we have made to date, with a partner that has the scale and resources to capitalize on the long-term growth opportunities ahead. The combination of VIAVI and Spirent creates a stronger business that will be better able to compete, and we are confident in the opportunities this will bring for our stakeholders.
Oleg Khaykin, President and CEO of VIAVI
VIAVI is proud to help enable its global customers to pursue innovation across the wide range of industries it serves. Combining our leading communications test and measurement and optical technologies and Spirent’s high-performance testing and assurance solutions is expected to deliver enhanced product solutions and applications, accelerate growth in new markets and strengthen innovation through expanded engineering and design capabilities. Further, we are uniting two teams with a shared passion for developing compelling and cutting-edge offerings for customers and a commitment to technological excellence. We are pleased to welcome a strategic, long-term investment from Silver Lake in connection with the Acquisition. Silver Lake has an outstanding track record of supporting leading technology companies through both organic growth investments and scale acquisitions.
