(AOF) – Keysight has submitted a binding offer to certain shareholders of ESI Group, for the purpose of acquiring a block of control of the company’s capital, representing a total of 50.6% of the capital and 55, 8% of the theoretical voting rights, at the price of 155 euros per share, paid in cash, and in return for the exclusivity granted. This price represents a premium of approximately 72% compared to the closing price on May 17, 2023, the last business day before the announcement by ESI Group of the existence of preliminary discussions with certain third parties in response to rumors in the press. .
The acquisition values ESI Group’s capital issued and to be issued under the stock option and free share plans at approximately €913 million on a fully diluted basis.
On June 28, 2023, the board of directors of the virtual prototyping specialist unanimously welcomed the proposed transaction, without prejudice to the reasoned opinion that will have to be issued following the submission of the expert’s report. independent, and subject to the completion of the acquisition of the control block.
It is expected to take place during the fourth quarter of 2023 and the filing of the subsequent offer will follow shortly thereafter.
Under the terms of the binding offer submitted by Keysight, the acquisition of the block, once completed, would be followed by the filing by Keysight on a mandatory basis of a draft takeover bid (OPA) relating to the balance of the shares outstanding on that date and, if the legal conditions are met following the offer, a squeeze-out procedure and the delisting of ESI Group from Euronext Paris. Keysight will finance the transaction from its available cash.
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