Keysight Advances Software-Centric Solutions Leadership Through the Acquisition of ESI Group
June 28 2023 - 9:00PM
Business Wire
- Expands Keysight’s application layer portfolio with simulation
capabilities that are critical to accelerate innovation in multiple
end markets including automotive
- Enables customers to accelerate time to market and lower
operational costs, while reducing their environmental
footprint
- Increases Keysight’s software revenue and ARR
Keysight Technologies, Inc. (NYSE: KEYS) announced its intention
to acquire the entire share capital of ESI Group SA (Euronext Paris
Symbol: ESI) (“ESI Group”) at a price per share of 155 euros in
cash. The acquisition values ESI Group’s entire share capital at
913 million euros on a fully diluted basis. Founded in 1973, ESI
Group is a leading innovator of virtual prototyping solutions in
automotive and aerospace end markets.
ESI Group’s sophisticated software solutions simulate a
product’s behavior during testing and real-life use. The company’s
portfolio is highly differentiated, with predictive simulation
technology for the most challenging system designs. ESI Group’s
real-time digital twin solutions combine model-driven simulation
with data-driven test to create virtual simulations, and its
immersive industrial solutions enable workflow automation and
virtual manufacturing.
In today’s era of digital transformation, product development
across many industries is shifting left in the design cycle and
becoming virtualized. Computer-aided engineering supports this
shift left with virtual prototyping of products, manufacturing
processes, and workflows.
By bringing ESI Group into its electronic design and test
portfolio, Keysight will further expand its software prototyping
capabilities into computer-aided engineering, enabling customers to
accelerate time to market and lower operational costs, while
reducing their environmental footprint.
Satish Dhanasekaran, President and Chief Executive Officer of
Keysight, said: “Keysight’s acquisition of ESI Group
accelerates our strategy of providing software-centric solutions
with virtual prototyping and advanced simulation capabilities.
Keysight and ESI Group share rich cultures of innovation and strong
commitments to solving customers’ most complex challenges, which
will enable value creation for all stakeholders. The Keysight team
looks forward to working with the world-class talent at ESI Group
to unlock opportunities and drive our combined success.”
Cristel de Rouvray, Chief Executive Officer of ESI Group,
said: “I am delighted for ESI to announce this significant
milestone today with Keysight. Over the past four years, our entire
team has been dedicated to transforming ESI Group into a leading
actor in the industrial software and simulation sectors. This
combination with Keysight is a testament to the success of the work
carried out over the years and will enable ESI to enter a new phase
of its development. The core values, vision, and ambition that have
driven Keysight over its long and reputable history and under its
current leadership are perfectly aligned with those of ESI Group:
pioneers enabling innovation for industry. I trust this operation
is the promise of an exciting and sustainable future.”
Transaction Structure
On June 28, 2023, Keysight made a binding offer to certain
shareholders of ESI Group to acquire a controlling block of the ESI
Group’s share capital and voting rights.
Once completed, Keysight will file a proposed mandatory tender
offer for the remaining outstanding shares of ESI Group. If legal
conditions are met at the end of the offer, a squeeze-out procedure
will occur, and the ESI Group will be delisted from Euronext
Paris.
Completion of the acquisition of the controlling block of ESI
shares is expected to take place during the fourth quarter of
calendar year 2023, with the tender offer to occur shortly
thereafter.
A presentation to supplement today's announcement can be found
on Keysight's Investor Relations website under “News, Events,
Presentations”.
J.P. Morgan Securities LLC is acting as exclusive financial
advisor to Keysight with Paul Hastings LLP acting as legal
advisor.
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
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.
Source: IR-KEYS
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version on businesswire.com: https://www.businesswire.com/news/home/20230628746222/en/
EDITORIAL CONTACT: Andrea Mueller +1 408 218 4754
andrea.mueller@keysight.com
INVESTOR CONTACT: Jason Kary +1 707 577 6916
jason.kary@keysight.com
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