SANTA ROSA, Calif.--(BUSINESS WIRE)--

(NYSE: KEYS) (“Keysight”) announced today that the public tender offer filed through its fully owned subsidiary Keysight Technologies Netherlands B.V. for ESI Group’s shares (the “Offer”) will be opened tomorrow, December 1, 2023, following approval by the French markets regulator, Autorité des Marchés Financiers (“AMF”).

The AMF declared the Offer compliant on November 28, 2023, and granted its approval (“visa”) of Keysight’s offer document (the “Offer Document”) and ESI Group’s reply document (the “Note in Response”), respectively under numbers 23-492 and 23-493. Documents containing additional information related to the legal, financial, accounting or other aspects of Keysight Technologies Netherlands B.V. and ESI Group have been filed with the AMF on November 28, 2023, and made available to the public on November 29, 2023, in accordance with the provisions of Article 231-28 of the AMF’s General Regulation.

The Offer, at a price of 155 euros per share, will be open from December 1, 2023 (inclusive) through January 8, 2024 (inclusive).

Earlier this month, Keysight Technologies Inc., through its fully owned subsidiary Keysight Technologies Netherlands B.V., completed the acquisition of 50.6% of the shares of ESI Group for 155 euros per share. The Board of Directors and management of ESI Group fully support the Keysight offer, and consider that it is in the best interests of ESI Group, its employees, and its shareholders, and recommend that they tender their shares.

You will find further information and the documents related to the transaction (notably the Offer Document and the Note in Response) at the following websites:

Individual ESI Group shareholders residing in France may call the French toll-free number, 0805 38 57 78, Monday – Friday, from 9:30am to 5:00pm CET with any questions regarding the Offer.

Georgeson is acting as proxy agent for the institutional shareholders of ESI Group (contact: Matthieu Simon-Blavier, Head of Market France, ).

SPECIAL NOTICE TO SHAREHOLDERS IN THE UNITED STATES

The Offer is made for the shares of ESI Group, a company organized under French law, and is subject to French disclosure and procedural requirements, which are different from those of the United States. Shareholders in the United States are advised that the shares of ESI Group are not listed on a U.S. securities exchange and that ESI Group is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.

The Offer is made in the United States pursuant to Section 14(e) and Regulation 14E of the U.S. Exchange Act, subject to exemptions provided by Rule 14d-1(c) under the U.S. Exchange Act for a Tier I tender offer (the “Tier I Exemption”), and otherwise in