Viavi Solutions has agreed to acquire Spirent Communications in an all-cash transaction that values Spirent at approximately $1.2 billion.
Under the terms of the deal, Spirent shareholders will receive 175 pence per share, consisting of 172.5 pence in cash and a 2.5 pence special dividend. This offer represents a 61.4% premium over Spirent’s closing share price of 108.4 pence on March 4.
The combined company will aim to become a global leader in test, measurement and assurance solutions for communications networks and cybersecurity. Viavi said the acquisition makes strategic sense by enabling more integrated offerings that combine Viavi’s portfolio with Spirent’s complementary products and technologies.
Oleg Khaykin, President and CEO of Viavi, said the merger will bring together Viavi’s communications test, measurement and optical technologies with Spirent’s high-performance testing and assurance solutions to deliver improved products, accelerate growth in new markets and strengthen innovation.
He added that the transaction unites two teams committed to developing advanced customer solutions and to technological excellence.
Private equity firm Silver Lake is supporting the acquisition with a $400 million strategic investment in Viavi to help fund the deal and support Viavi’s growth plans.
Spirent’s board has indicated it intends to unanimously recommend the cash offer to shareholders.
Sir Bill Thomas, Chairman of Spirent, said the company has a differentiated value proposition, a diverse technology portfolio, strong customer relationships and talented staff, but has been operating in an increasingly challenging market environment.
After careful consideration of the interests of all shareholders and the company as a whole, the Spirent board believes this all-cash offer fairly recognises Spirent’s underlying value. The board therefore intends to unanimously recommend the offer, which it views as an attractive outcome for investors and a significant opportunity for employees, customers and other stakeholders through a strategic and complementary combination.
The transaction is subject to shareholder and regulatory approvals and is expected to close in the second half of 2024. Once complete, Spirent will become a wholly owned subsidiary of Viavi.
Eric Updyke, CEO of Spirent, said the combination with Viavi will bring together highly complementary product portfolios for global marketing. He noted the deal will allow Spirent to build on recent strategic progress with a partner that has the scale and resources to capitalise on long-term growth opportunities.
(Photo by 金 运 on Unsplash)
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