Keysight Technologies, Inc. announced its intention to acquire the entire share capital of ESI Group SA 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 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 the 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.