Viavi to acquire Spirent Communications in $1.28B transaction

Viavi and Spirent Communications announced an agreement on the terms of a cash offer for Spirent which the Spirent board intends to unanimously recommend. The acquisition price values Spirent at $1.28B based on the British pound sterling to U.S. dollar exchange rate on March 4. Under the terms of the acquisition, Spirent shareholders will receive 172.5 pence per Spirent share in cash. Spirent Shareholders will also receive a special dividend of 2.5 pence per Spirent share in lieu of a final dividend for the year ended December 31, 2023. The acquisition is expected to close during the second half of 2024, subject to shareholder approvals and other customary closing conditions, including Spirent Shareholder approval and certain regulatory closing approvals. The Spirent directors who hold shares of Spirent have signed irrevocable agreements in support of the acquisition. Spirent provides products, services and managed solutions that address the test, assurance and automation challenges of technologies, including 5G, software-defined wide area networks, cloud and autonomous vehicles. The acquisition will be funded by Viavi’s existing cash, a fully committed $800M seven-year term loan from Wells Fargo Bank, N.A. and a $400M investment from Silver Lake in the form of a fully committed senior convertible note. In connection with the Silver Lake investment, Ken Hao, chairman and a managing partner of Silver Lake will join the VIAVI board of directors. In addition, Viavi obtained a $100M five-year revolving credit facility, committed by Wells Fargo Bank, N.A., to provide additional financial flexibility.