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Keysight Technologies Announces Proposed Public Offering of Common Shares in Connection with Pending Acquisition of Ixia

Keysight Technologies, Inc. (NYSE: KEYS) (“Keysight”) announced today that it has launched an underwritten public offering of U.S. $400 million of common shares (the “Offering”). Keysight intends to grant the underwriters a 30-day option to purchase up to an additional U.S. $60 million of common shares.

Keysight intends to use the net proceeds from the Offering, together with additional debt financing, including a senior unsecured notes offering and borrowings under an unsecured term loan facility and an unsecured revolving facility and, if and to the extent all or a portion of the net proceeds from the Offering and/or the notes offering are not available, an unsecured bridge loan facility, to finance the cash consideration for its previously announced acquisition (the “Acquisition”) of Ixia (“Ixia”) and certain related transactions and financing expenses.

The Offering is not contingent upon the consummation of the Acquisition or any debt financing. If for any reason the Acquisition does not close, then Keysight expects to use the net proceeds from the Offering for general corporate purposes, which may include the financing of future acquisitions and the redemption or repayment of existing indebtedness.

Goldman, Sachs & Co., BofA Merrill Lynch, Citigroup and BNP Paribas are the joint lead book-running managers on the Offering. Barclays, Credit Suisse and Wells Fargo Securities are also book-running managers on the Offering.

The Offering is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (“SEC”) and will be made only by means of a prospectus supplement relating to such Offering and the accompanying base shelf prospectus, copies of which may be obtained by contacting: Goldman, Sachs & Co., Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing [email protected]; BofA Merrill Lynch, Attn: Prospectus Department, 200 North College Street, NC1-004-03-43, Charlotte NC 28255-0001, telephone: (800) 294-1322 or by emailing [email protected]; Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: (800) 831-9146; or BNP Paribas Securities Corp., Attention: Syndicate Desk, 787 Seventh Avenue, New York, NY 10019, telephone: (800) 854-5674, or by emailing [email protected]. These documents have been filed with the SEC and are available at the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities, nor shall there be any sale of these securities, in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Keysight Technologies

Keysight Technologies (NYSE: KEYS) helps customers bring breakthrough electronic products and systems to market faster and at a lower cost. Keysight’s solutions go where the electronic signal goes, from design simulation, to prototype validation, to manufacturing test, to optimization in the network. Customers span the worldwide communications ecosystem, internet infrastructure, aerospace & defense, automotive, semiconductor and general electronics end markets.

Forward Looking Statements

This news release contains forward-looking statements as defined in the Securities Exchange Act of 1934 and is subject to the safe harbors created therein. These forward-looking statements involve risks and uncertainties that could significantly affect the expected results and are based on certain key assumptions. Due to such uncertainties and risks, no assurances can be given that such expectations will prove to have been correct, and readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. The forward-looking statements contained herein include, but are not limited to, the manner in which the parties plan to effect the Acquisition; the expected benefits and costs of the Acquisition; management plans relating to the Acquisition; the expected timing of the completion of the Acquisition; the parties’ ability to complete the Acquisition considering the various closing conditions, including conditions related to regulatory and Ixia shareholder approvals; the plans, strategies and objectives of management for future operations; product development, product extensions, product integration, complementary product offerings and growth opportunities in certain business areas; the potential future financial impact of the Acquisition; and any assumptions underlying any of the foregoing. Actual results may differ materially from those referred to in the forward-looking statements due to a number of important factors, including but not limited to the possibility that the anticipated synergies and other benefits from the Acquisition will not be realized, or will not be realized within the expected time periods; the risk that a condition to closing the Acquisition may not be satisfied on a timely basis or at all; the inability to obtain regulatory approvals of the Acquisition (including the approval of antitrust authorities necessary to complete the Acquisition) on the terms desired or anticipated; the timing of antitrust approvals and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Acquisition; the possibility that the Acquisition may not be timely completed, if at all, for any other reason; the risk that Keysight may not be able to successfully integrate the operations, solutions and employees of Keysight and Ixia or ensure the continued performance or growth of Ixia’s products or solutions; the risks and uncertainties incidental to the technology industry, including price and product competition; changes in customer demand for Keysight’s or Ixia’s products and services caused by demographic changes or other factors; dependence on new product development, technological advances and innovation; shifts in the product category or regional sales mix of Keysight’s or Ixia’s products and services; Keysight’s cost-control activities, savings and headcount reduction recognized from its restructuring programs and other cost saving initiatives; risks related to new product and service introductions; the ability of Keysight’s products to meet market needs; changes to Keysight’s manufacturing processes; the effect of the potential disruption of management’s attention from ongoing business operations due to the pending Acquisition; the effect of the announcement of the Acquisition on Keysight’s and Ixia’s relationships with each company’s respective customers, vendors and lenders and on their respective operating results and businesses generally; access to available financing (including financing for the Acquisition) on reasonable terms; the ability to obtain and maintain adequate intellectual property protection; the ability to form and implement alliances; challenges relating to changes in and compliance with governmental laws and regulations, including foreign government regulators; changes in tax obligations arising from tax reform measures or examinations by tax authorities; Keysight’s future effective tax rate and tax valuation allowance; risks related to earnings from Keysight’s or Ixia’s foreign subsidiaries; risks related to remediation activities due to environmental contamination or otherwise; the use of contract manufacturers; the impact of local government regulations on Keysight’s ability to pay vendors or conduct operations; Keysight’s liquidity position and its ability to generate cash from operations; the ability to grow Keysight’s businesses and investments, whether as part of the combined company business or on a standalone basis; the potential impact of adopting new accounting pronouncements on Keysight’s financial results, its purchase commitments, its contributions to its pension plans, the selection of discount rates and recognition of any gains or losses for its benefit plans; and changes in general industry and market conditions, including domestic and international growth rates and general domestic and international economic conditions, including interest rate and currency exchange rate fluctuations.

In addition, other risks that Keysight faces include those detailed in Keysight’s filings with the SEC, including Keysight’s annual report on Form 10-K for the year ended October 31, 2016 and Keysight’s quarterly report on Form 10-Q for the period ended January 31, 2017. Other risks that Ixia faces include those detailed in Ixia’s filings with the SEC, including Ixia’s annual report on Form 10-K for the year ended December 31, 2016. Except as expressly required by law, Keysight disclaims any intent or obligation to update or revise these forward-looking statements.

Source: IR-KEYS

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