|By Business Wire||
|March 20, 2017 05:30 PM EDT|
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.
Apache Hadoop is emerging as a distributed platform for handling large and fast incoming streams of data. Predictive maintenance, supply chain optimization, and Internet-of-Things analysis are examples where Hadoop provides the scalable storage, processing, and analytics platform to gain meaningful insights from granular data that is typically only valuable from a large-scale, aggregate view. One architecture useful for capturing and analyzing streaming data is the Lambda Architecture, represent...
Mar. 27, 2017 08:15 PM EDT Reads: 6,276
SYS-CON Events announced today that Ocean9will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Ocean9 provides cloud services for Backup, Disaster Recovery (DRaaS) and instant Innovation, and redefines enterprise infrastructure with its cloud native subscription offerings for mission critical SAP workloads.
Mar. 27, 2017 07:45 PM EDT Reads: 2,171
With billions of sensors deployed worldwide, the amount of machine-generated data will soon exceed what our networks can handle. But consumers and businesses will expect seamless experiences and real-time responsiveness. What does this mean for IoT devices and the infrastructure that supports them? More of the data will need to be handled at - or closer to - the devices themselves.
Mar. 27, 2017 07:30 PM EDT Reads: 4,566
In his session at DevOps Summit, Tapabrata Pal, Director of Enterprise Architecture at Capital One, will tell a story about how Capital One has embraced Agile and DevOps Security practices across the Enterprise – driven by Enterprise Architecture; bringing in Development, Operations and Information Security organizations together. Capital Ones DevOpsSec practice is based upon three "pillars" – Shift-Left, Automate Everything, Dashboard Everything. Within about three years, from 100% waterfall, C...
Mar. 27, 2017 06:45 PM EDT Reads: 12,910
Adding public cloud resources to an existing application can be a daunting process. The tools that you currently use to manage the software and hardware outside the cloud aren’t always the best tools to efficiently grow into the cloud. All of the major configuration management tools have cloud orchestration plugins that can be leveraged, but there are also cloud-native tools that can dramatically improve the efficiency of managing your application lifecycle.
Mar. 27, 2017 06:00 PM EDT Reads: 2,996
SYS-CON Events announced today that Juniper Networks (NYSE: JNPR), an industry leader in automated, scalable and secure networks, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Juniper Networks challenges the status quo with products, solutions and services that transform the economics of networking. The company co-innovates with customers and partners to deliver automated, scalable and secure network...
Mar. 27, 2017 03:45 PM EDT Reads: 1,405
DevOps is often described as a combination of technology and culture. Without both, DevOps isn't complete. However, applying the culture to outdated technology is a recipe for disaster; as response times grow and connections between teams are delayed by technology, the culture will die. A Nutanix Enterprise Cloud has many benefits that provide the needed base for a true DevOps paradigm. In his Day 3 Keynote at 20th Cloud Expo, Chris Brown, a Solutions Marketing Manager at Nutanix, will explore t...
Mar. 27, 2017 03:30 PM EDT Reads: 2,956
SYS-CON Events announced today that SoftLayer, an IBM Company, has been named “Gold Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York, New York. SoftLayer, an IBM Company, provides cloud infrastructure as a service from a growing number of data centers and network points of presence around the world. SoftLayer’s customers range from Web startups to global enterprises.
Mar. 27, 2017 02:45 PM EDT Reads: 1,952
Deep learning has been very successful in social sciences and specially areas where there is a lot of data. Trading is another field that can be viewed as social science with a lot of data. With the advent of Deep Learning and Big Data technologies for efficient computation, we are finally able to use the same methods in investment management as we would in face recognition or in making chat-bots. In his session at 20th Cloud Expo, Gaurav Chakravorty, co-founder and Head of Strategy Development ...
Mar. 27, 2017 02:30 PM EDT Reads: 3,677
SYS-CON Events announced today that Linux Academy, the foremost online Linux and cloud training platform and community, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Linux Academy was founded on the belief that providing high-quality, in-depth training should be available at an affordable price. Industry leaders in quality training, provided services, and student certification passes, its goal is to c...
Mar. 27, 2017 02:30 PM EDT Reads: 4,024
Some people worry that OpenStack is more flash then substance; however, for many customers this could not be farther from the truth. No other technology equalizes the playing field between vendors while giving your internal teams better access than ever to infrastructure when they need it. In his session at 20th Cloud Expo, Chris Brown, a Solutions Marketing Manager at Nutanix, will talk through some real-world OpenStack deployments and look into the ways this can benefit customers of all sizes....
Mar. 27, 2017 02:30 PM EDT Reads: 4,323
SYS-CON Events announced today that CA Technologies has been named “Platinum Sponsor” of SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY, and the 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. CA Technologies helps customers succeed in a future where every business – from apparel to energy – is being rewritten by software. From ...
Mar. 27, 2017 02:00 PM EDT Reads: 2,060
Interoute has announced the integration of its Global Cloud Infrastructure platform with Rancher Labs’ container management platform, Rancher. This approach enables enterprises to accelerate their digital transformation and infrastructure investments. Matthew Finnie, Interoute CTO commented “Enterprises developing and building apps in the cloud and those on a path to Digital Transformation need Digital ICT Infrastructure that allows them to build, test and deploy faster than ever before. The int...
Mar. 27, 2017 01:30 PM EDT Reads: 1,211
In his session at @ThingsExpo, Eric Lachapelle, CEO of the Professional Evaluation and Certification Board (PECB), will provide an overview of various initiatives to certifiy the security of connected devices and future trends in ensuring public trust of IoT. Eric Lachapelle is the Chief Executive Officer of the Professional Evaluation and Certification Board (PECB), an international certification body. His role is to help companies and individuals to achieve professional, accredited and worldw...
Mar. 27, 2017 01:15 PM EDT Reads: 748
SYS-CON Events announced today that Loom Systems will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Founded in 2015, Loom Systems delivers an advanced AI solution to predict and prevent problems in the digital business. Loom stands alone in the industry as an AI analysis platform requiring no prior math knowledge from operators, leveraging the existing staff to succeed in the digital era. With offices in S...
Mar. 27, 2017 01:00 PM EDT Reads: 1,478