Keysight Technologies Announces Proposed Public Offering of Common Shares in Connection with Pending Acquisition of Ixia

SANTA ROSA, Calif.–(BUSINESS WIRE)–$KEYS–Keysight Technologies, Inc. (NYSE: KEYS) (“Keysight”) announced today
that it has launched an underwritten public offering of U.S. $400
million of common shares (the “Offering”). Keysight intends to grant the
underwriters a 30-day option to purchase up to an additional U.S. $60
million of common shares.

Keysight intends to use the net proceeds from the Offering, together
with additional debt financing, including a senior unsecured notes
offering and borrowings under an unsecured term loan facility and an
unsecured revolving facility and, if and to the extent all or a portion
of the net proceeds from the Offering and/or the notes offering are not
available, an unsecured bridge loan facility, to finance the cash
consideration for its previously announced acquisition (the
“Acquisition”) of Ixia (“Ixia”) and certain related transactions and
financing expenses.

The Offering is not contingent upon the consummation of the Acquisition
or any debt financing. If for any reason the Acquisition does not close,
then Keysight expects to use the net proceeds from the Offering for
general corporate purposes, which may include the financing of future
acquisitions and the redemption or repayment of existing indebtedness.

Goldman, Sachs & Co., BofA Merrill Lynch, Citigroup and BNP Paribas are
the joint lead book-running managers on the Offering. Barclays, Credit
Suisse and Wells Fargo Securities are also book-running managers on the
Offering.

The Offering is being made pursuant to an effective shelf registration
statement filed with the Securities and Exchange Commission (“SEC”) and
will be made only by means of a prospectus supplement relating to such
Offering and the accompanying base shelf prospectus, copies of which may
be obtained by contacting: Goldman, Sachs & Co., Prospectus Department,
200 West Street, New York, NY 10282, telephone: 1-866-471-2526,
facsimile: 212-902-9316 or by emailing prospectus-ny@ny.email.gs.com;
BofA Merrill Lynch, Attn: Prospectus Department, 200 North College
Street, NC1-004-03-43, Charlotte NC 28255-0001, telephone: (800)
294-1322 or by emailing dg.prospectus_requests@baml.com; Citigroup
Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, New York 11717, telephone: (800) 831-9146; or
BNP Paribas Securities Corp., Attention: Syndicate Desk, 787 Seventh
Avenue, New York, NY 10019, telephone: (800) 854-5674, or by emailing
new.york.syndicate@bnpparibas.com. These documents have been filed with
the SEC and are available at the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or a
solicitation of an offer to buy any of the securities, nor shall there
be any sale of these securities, in any state or jurisdiction in which
such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.

About Keysight Technologies

Keysight Technologies (NYSE: KEYS) helps customers bring breakthrough
electronic products and systems to market faster and at a lower cost.
Keysight’s solutions go where the electronic signal goes, from design
simulation, to prototype validation, to manufacturing test, to
optimization in the network. Customers span the worldwide communications
ecosystem, internet infrastructure, aerospace & defense, automotive,
semiconductor and general electronics end markets.

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. These forward-looking statements involve risks and
uncertainties that could significantly affect the expected results and
are based on certain key assumptions. Due to such uncertainties and
risks, no assurances can be given that such expectations will prove to
have been correct, and readers are cautioned not to place undue reliance
on such forward-looking statements, which speak only as of the date
hereof. The forward-looking statements contained herein include, but are
not limited to, the manner in which the parties plan to effect the
Acquisition; the expected benefits and costs of the Acquisition;
management plans relating to the Acquisition; the expected timing of the
completion of the Acquisition; the parties’ ability to complete the
Acquisition considering the various closing conditions, including
conditions related to regulatory and Ixia shareholder approvals; the
plans, strategies and objectives of management for future operations;
product development, product extensions, product integration,
complementary product offerings and growth opportunities in certain
business areas; the potential future financial impact of the
Acquisition; and any assumptions underlying any of the foregoing. Actual
results may differ materially from those referred to in the
forward-looking statements due to a number of important factors,
including but not limited to the possibility that the anticipated
synergies and other benefits from the Acquisition will not be realized,
or will not be realized within the expected time periods; the risk that
a condition to closing the Acquisition may not be satisfied on a timely
basis or at all; the inability to obtain regulatory approvals of the
Acquisition (including the approval of antitrust authorities necessary
to complete the Acquisition) on the terms desired or anticipated; the
timing of antitrust approvals and the risk that such approvals may
result in the imposition of conditions that could adversely affect the
combined company or the expected benefits of the Acquisition; the
possibility that the Acquisition may not be timely completed, if at all,
for any other reason; the risk that Keysight may not be able to
successfully integrate the operations, solutions and employees of
Keysight and Ixia or ensure the continued performance or growth of
Ixia’s products or solutions; the risks and uncertainties incidental to
the technology industry, including price and product competition;
changes in customer demand for Keysight’s or Ixia’s products and
services caused by demographic changes or other factors; dependence on
new product development, technological advances and innovation; shifts
in the product category or regional sales mix of Keysight’s or Ixia’s
products and services; Keysight’s cost-control activities, savings and
headcount reduction recognized from its restructuring programs and other
cost saving initiatives; risks related to new product and service
introductions; the ability of Keysight’s products to meet market needs;
changes to Keysight’s manufacturing processes; the effect of the
potential disruption of management’s attention from ongoing business
operations due to the pending Acquisition; the effect of the
announcement of the Acquisition on Keysight’s and Ixia’s relationships
with each company’s respective customers, vendors and lenders and on
their respective operating results and businesses generally; access to
available financing (including financing for the Acquisition) on
reasonable terms; the ability to obtain and maintain adequate
intellectual property protection; the ability to form and implement
alliances; challenges relating to changes in and compliance with
governmental laws and regulations, including foreign government
regulators; changes in tax obligations arising from tax reform measures
or examinations by tax authorities; Keysight’s future effective tax rate
and tax valuation allowance; risks related to earnings from Keysight’s
or Ixia’s foreign subsidiaries; risks related to remediation activities
due to environmental contamination or otherwise; the use of contract
manufacturers; the impact of local government regulations on Keysight’s
ability to pay vendors or conduct operations; Keysight’s liquidity
position and its ability to generate cash from operations; the ability
to grow Keysight’s businesses and investments, whether as part of the
combined company business or on a standalone basis; the potential impact
of adopting new accounting pronouncements on Keysight’s financial
results, its purchase commitments, its contributions to its pension
plans, the selection of discount rates and recognition of any gains or
losses for its benefit plans; and changes in general industry and market
conditions, including domestic and international growth rates and
general domestic and international economic conditions, including
interest rate and currency exchange rate fluctuations.

In addition, other risks that Keysight faces include those detailed in
Keysight’s filings with the SEC, including Keysight’s annual report on
Form 10-K for the year ended October 31, 2016 and Keysight’s quarterly
report on Form 10-Q for the period ended January 31, 2017. Other risks
that Ixia faces include those detailed in Ixia’s filings with the SEC,
including Ixia’s annual report on Form 10-K for the year ended December
31, 2016. Except as expressly required by law, Keysight disclaims any
intent or obligation to update or revise these forward-looking
statements.

Source: IR-KEYS

Contacts

Keysight Technologies, Inc.
Jason Kary, +1 707-577-6916
jason.kary@keysight.com