Keysight Announces Result of Cash Tender Offer for Shares of ESI Group

Greater than 90% ownership enables mandatory squeeze-out of remaining shares

Keysight Technologies, Inc. (NYSE: KEYS) announced that the French Financial Markets Authority (Autorité des Marchés Financiers – AMF) published today the final results of the public tender offer initiated by Keysight Technologies, Inc., through its fully owned subsidiary Keysight Technologies Netherlands B.V (“Keysight”), for ESI Group’s shares (the “Offer”).

Upon the settlement-delivery of the Offer, which will occur on 18 January 2024, Keysight will hold a total of 6,055,000 ESI Group shares representing 98.2% of the share capital and 96.4% of the theoretical voting rights of ESI Group¹.

Based on this result, Keysight will shortly formulate a request to the AMF to implement the squeeze-out, as indicated in the Offer Document relating to the Offer.

The squeeze-out will be subject to the same financial conditions as the Offer, namely 155 euros per ESI Group share in cash.

Trading on ESI Group’s shares has been suspended pending implementation of the squeeze-out.

The AMF notice of the result is available on its website (https://www.amf-france.org/).

Disclaimer

This press release has been prepared for information purposes only. It does not constitute an offer to buy or a solicitation to sell ESI Group securities in any jurisdiction, including France.

The dissemination, publication or distribution of this press release may be subject to specific regulations or restrictions in certain countries. Accordingly, persons in possession of this press release are required to inform themselves about and to comply with any local restrictions that may apply.

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.

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1</sup> On the basis of a total of 6,168,593 shares on 31 December 2023, representing 6,282,186 theoretical voting rights, following the loss of double voting rights, as the case may be, attached to ESI Group shares tendered in the Offer.

Source: IR-KEYS

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