Keysight completes acquisition of majority shareholding in ESI Group

  • Keysight has completed the acquisition of a controlling 50.6% stake in ESI Group, a French provider of virtual prototyping software solutions.
  • The US company confirms its intention to file a tender offer with the Autorité des Marchés Financiers (AMF) for all remaining outstanding shares.
  • The tender offer is for a cash consideration of 155 euros per ESI Group share.
  • If the required conditions are met, the tender offer will be followed by a squeeze-out and the delisting of ESI Group from Euronext Paris.

Keysight Technologies had announced on June 28, 2023 its intention to acquire the entire share capital of ESI Group SA. Following the announcement of the binding agreement between Keysight and ESI Group’s main shareholders, the transaction received a positive opinion from ESI Group’s works council, as well as the approval of the relevant authorities.

Keysight Technologies also confirms its intention to proceed with the filing of a mandatory tender offer (« offre publique d’achat ») for all remaining outstanding shares of ESI Group, at a price of 155 euros per share (the « Offer ») in the coming days.

Once filed, this tender offer and the draft offer document will be subject to the AMF’s review, which will assess their conformity with the relevant legal and regulatory provisions. The timeline of the Offer, which will be decided by the AMF, will be published at a later stage.

Should the Offer result in ESI Group’s remaining minority shareholders holding no more than 10% of the company’s share capital and voting rights, then Keysight intends to proceed with a mandatory squeeze-out of all remaining ESI Group shares at the end of the Offer period and to delist ESI Group from Euronext Paris.

ESI Group’s board of directors previously welcomed the transaction as publicly announced on June 28, 2023, and, on the basis of the decisions of the ad hoc committee appointed in the context of the Offer, will release an opinion on the terms of the Offer in due course. They appointed Finexsi as an independent expert to provide a report that includes a fairness opinion on the financial terms of the Offer.

About ESI Group

Founded in 1973, ESI Group provides physical modeling and virtual prototyping software solutions for a wide range of industries. Active mainly in the automotive and ground transportation, aeronautics and heavy industry sectors, ESI Group is present in over 15 countries, employs 1,000 people worldwide and has sales forecast for 2022 of 130 million euros. Headquartered in Rungis near Paris, ESI is listed in compartment B of Euronext Paris.