Agilent Also Announces Quarterly Cash Dividend of 13.2 Cents per Share
SANTA CLARA, Calif.--(BUSINESS WIRE)--Sep. 17, 2014--
Agilent Technologies Inc. (NYSE: A) announced today that its board of
directors has approved the separation of its electronic measurement
subsidiary, Keysight Technologies Inc., and declared a special dividend
distribution of all outstanding shares of Keysight’s common stock to
Agilent’s shareholders.
For every two shares of Agilent common stock held, Agilent shareholders
will receive one share of Keysight common stock. No fractional shares of
Keysight will be issued. Shareholders will receive cash in lieu of
fractional shares. The special dividend distribution is expected to be
paid on Nov. 1, 2014, to Agilent shareholders of record as of the close
of business on Oct. 22, 2014.
The distribution of Keysight common stock will complete the formal
separation of the electronic measurement business from Agilent. After
the distribution, Keysight will be an independent, publicly traded
company, and Agilent will retain no ownership interest. Agilent will
focus on the life sciences, diagnostics and applied chemical markets
after the company separation.
“Today’s announcement marks another important milestone toward the
completion of our company separation,” said Agilent CEO Bill Sullivan.
“As separate companies, Agilent and Keysight will have greater
flexibility to focus on and pursue their own growth strategies and
capital needs, while potentially providing shareholders with greater
value over the longer term.”
Agilent expects that “regular way” trading for Keysight’s common stock
will begin on the New York Stock Exchange on Nov. 3, 2014, and that
“when issued” trading for both Keysight and Agilent will begin on Oct.
20, 2014. Keysight’s ticker symbol will be KEYS. Agilent will continue
to trade on the NYSE under the ticker symbol A.
Agilent shareholders who sell their shares of Agilent common stock in
the “regular way” market on or before the distribution date will also be
selling their right to receive the distribution of shares of Keysight
common stock. Shareholders are encouraged to consult with their
financial advisors regarding the specific implications of selling
Agilent common stock.
No action is required by Agilent shareholders in order to receive shares
of Keysight common stock in the distribution. Agilent expects to mail
the information statement to all shareholders entitled to receive the
distribution of shares of Keysight common stock in October. The
information statement is an exhibit to Keysight’s Registration Statement
on Form 10 that describes Keysight, including the risks of owning
Keysight common stock, and other details regarding the separation.
Distribution of the stock dividend is subject to the U.S. Securities and
Exchange Commission (SEC) having declared effective Keysight’s
Registration Statement on Form 10, as amended, which Keysight has filed
with the SEC and is available at http://investor.keysight.com/.
The special dividend distribution is subject to the conditions set forth
in the Separation and Distribution Agreement between Agilent and
Keysight, filed as an exhibit to Keysight’s Registration Statement on
Form 10.
Agilent shareholders are not expected to recognize gain or loss, for
U.S. federal income tax purposes, as a result of the special dividend
distribution, except with respect to cash received in lieu of fractional
shares. Agilent shareholders should consult their own tax advisors
regarding the particular consequences to them of the distribution.
Investor presentations for Agilent and Keysight will be available on the
Agilent Investor Relations website at www.investor.agilent.com
on or before Oct. 20, 2014.
Keysight is a global electronic measurement technology and market leader
helping to transform its customers’ measurement experience through
innovation in wireless, modular, and software solutions. Keysight
provides electronic measurement instruments and systems and related
software, software design tools and services used in the design,
development, manufacture, installation, deployment and operation of
electronic equipment. Information about Keysight is available at www.keysight.com.
Cash Dividend Announcement
Agilent also announced today that a quarterly dividend of 13.2 cents per
share of common stock will be paid on Oct. 22, 2014, to all shareholders
of record as of the close of business on Sept. 30, 2014.
The timing and amounts of future dividends are subject to determination
and approval by Agilent’s board.
About Agilent Technologies
Agilent Technologies Inc. (NYSE: A) is a leader in chemical analysis,
life sciences, diagnostics, electronics and communications. The
company’s 20,600 employees serve customers in more than 100 countries.
Agilent had revenues of $6.8 billion in fiscal 2013. Information about
Agilent is available at www.agilent.com.
In September 2013, Agilent announced plans to separate into two publicly
traded companies through a tax-free spinoff of its electronic
measurement business. On Aug. 1, 2014, the company’s electronic
measurement business began operating as Keysight Technologies, Inc., a
wholly owned subsidiary. The separation is expected to be completed in
early November 2014.
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. The forward-looking statements contained herein
include, but are not limited to, information regarding the separation of
Agilent’s electronic measurement business and the expected financial
results of the two companies after the separation. These forward-looking
statements involve risks and uncertainties that could cause Agilent’s
results to differ materially from management’s current expectations.
Such risks and uncertainties include, but are not limited to, unforeseen
changes in the strength of our customers’ businesses; unforeseen changes
in the demand for current and new products, technologies, and services;
customer purchasing decisions and timing, and the risk that we are not
able to realize the savings expected from integration and restructuring
activities.
In addition, other risks that Agilent faces include those detailed in
Agilent’s filings with the Securities and Exchange Commission, including
our latest Form 10-K and Form 10-Q. Forward-looking statements are based
on the beliefs and assumptions of Agilent’s management and on currently
available information. Agilent undertakes no responsibility to publicly
update or revise any forward-looking statement.
NOTE TO EDITORS: Further technology, corporate citizenship and executive
news is available on the Agilent news site at www.agilent.com/go/news.
Source: Agilent Technologies Inc.
Agilent Technologies Inc.
EDITORIAL CONTACT:
Michele Drake, +1
408-345-8396
michele_drake@agilent.com
INVESTOR
CONTACT:
Alicia Rodriguez, +1 408-345-8948
alicia_rodriguez@agilent.com