VIAVI Solutions Comments on Offer for Spirent Communications by Keysight Technologies

VIAVI Solutions (“VIAVI”) (NASDAQ: VIAV) notes the announcement made by Keysight Technologies, Inc. (“Keysight”) and Spirent Communications plc (“Spirent”) on March 28, 2024, of a recommended cash acquisition of Spirent by Keysight.

VIAVI believes that its Acquisition represents certain value and notes its limited business overlap with Spirent relative to Keysight. VIAVI believes that the proposed combination of Keysight and Spirent would further entrench Keysight’s leading position in many product segments, which would limit customer choice.

Capitalized terms used but not defined in this announcement have the meanings given to them in the scheme document published by Spirent in relation to VIAVI Bidco’s proposed acquisition of Spirent on March 27, 2024 (the “Scheme Document”).

Important Notices

Qatalyst Partners LP, which is authorized by the Securities and Exchange Commission and regulated by the Financial Industry Regulatory Authority and the Securities and Exchange Commission in the United States, is acting exclusively as financial adviser to VIAVI and VIAVI Bidco and will not be responsible to anyone other than VIAVI and VIAVI Bidco for providing the protections afforded to its client, or for providing advice in relation to the matters set out in this announcement or any other matter referred to herein.

Wells Fargo Securities, LLC, a subsidiary of Wells Fargo & Company, which is authorized by the Securities and Exchange Commission and regulated by the Financial Industry Regulatory Authority and the Securities and Exchange Commission in the United States, is acting exclusively as financial adviser to VIAVI and VIAVI Bidco and will not be responsible to anyone other than VIAVI and VIAVI Bidco for providing the protections afforded to its client, or for providing advice in relation to the matters set out in this announcement.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to Overseas Shareholders are contained in the Scheme Document. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Publication on website and hard copies

This announcement and the documents required to be published pursuant to Rule 26.1 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on VIAVI Bidco's website at https://investor.viavisolutions.com/overview/default.aspx by no later than 12.00 p.m. (London time) on the Business Day following the date of this announcement.

Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.

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