Advanced Television

VIAVI to acquire Spirent

March 5, 2024

By Colin Mann

Communications test, measurement and optical technologies provider VIAVI Solutions and Spirent Communications, a provider of automated test and assurance solutions for networks, cybersecurity and positioning, have agreed 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 billion (€1.17bn), or $1.27 billion based on the British pound sterling to US dollar exchange rate on March 4th.

Under the terms of the Acquisition, Spirent Shareholders will receive 172.5 pence per Spirent share in cash. 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 31st, 2023. The Acquisition is expected to close during the second half of 2024, subject to shareholder approvals and other customary closing conditions,.

“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,” said Sir Bill Thomas, Chairman of Spirent. “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.”

“Combining with VIAVI brings together a highly complementary product offering which can be marketed globally,” added Eric Updyke, Chief Executive Officer of Spirent. “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 capitalise 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.”

“VIAVI is proud to help enable its global customers to pursue innovation across the wide range of industries it serves,” commented Oleg Khaykin, President and CEO of VIAVI. “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.”

The Acquisition will be funded by VIAVI’s existing cash, a fully committed $800 million 7-year term loan from Wells Fargo Bank and a $400 million investment from Silver Lake in the form of a fully committed senior convertible note. In connection with the Silver Lake investment, Ken Hao, Chairman and a Managing Partner of Silver Lake will join the VIAVI Board of Directors. In addition, VIAVI obtained a $100 million 5-year revolving credit facility (unfunded at close), committed by Wells Fargo Bank to provide additional financial flexibility.

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