KEYSIGHT TECHNOLOGIES, INC. (NYSE:KEYS) Files An 8-K Completion of Acquisition or Disposition of Assets

ITEM2.01 Completion of Acquisition or Disposition of Assets.

On April 18, 2017 (the Closing Date), Keysight Technologies,
Inc., a Delaware corporation (Keysight), completed its
acquisition of Ixia, a California corporation (Ixia), to the
terms of the previously announced Agreement and Plan of Merger,
dated as of January 30, 2017 (the Merger Agreement), by and among
Keysight, Ixia and, by a joinder dated February 2, 2017, Keysight
Acquisition, Inc., a California corporation and a wholly-owned
subsidiary of Keysight (Merger Sub). On the Closing Date, to the
Merger Agreement, Merger Sub merged with and into Ixia (the
Merger), with Ixia surviving the Merger as a wholly-owned
subsidiary of Keysight.

At the effective time of the Merger (the Effective Time), each
share of Ixia common stock outstanding immediately prior to the
Effective Time (other than, if any, shares owned by Keysight or
Merger Sub, or by any subsidiary of Keysight, Merger Sub, or Ixia
(except to the extent held on behalf of a third party)) was
automatically cancelled and converted into the right to receive
the merger consideration of $19.65 per share payable in cash (the
Merger Consideration), without interest and less any applicable
withholding taxes required by law.

As a result of the Merger, subject to the terms and conditions of
the Merger Agreement, at the Effective Time, (A) each outstanding
and unexercised Ixia stock option with an exercise price per
share below the Merger Consideration, whether or not vested, was
cancelled and converted into the right to receive a cash payment
equal to the product of (a) the total number of shares of Ixia
common stock subject to such cancelled Ixia stock option and (b)
the excess of (i) the Merger Consideration over (ii) the exercise
price per share of such option, without interest and less any tax
withholding required by law, and each Ixia stock option with an
exercise price per share equal to or greater than the Merger
Consideration was cancelled and did not receive any Merger
Consideration; (B) each outstanding Ixia restricted stock unit
not subject to a performance-based vesting condition, whether or
not vested, was cancelled and converted into the right to receive
a cash payment equal to the Merger Consideration for each share
of Ixia common stock underlying such restricted stock unit,
without interest and less any applicable withholding taxes
required by law; and (C) each outstanding Ixia restricted stock
unit subject to a performance-based vesting condition immediately
prior to the Effective Time became earned at the target
performance level, and each such Ixia restricted stock unit was
cancelled and converted into the right to receive a cash payment
equal to the Merger Consideration for each share of Ixia common
stock underlying such restricted stock unit, without interest and
less any applicable withholding taxes required by law. Prior to
the Effective Time, any amounts credited to the accounts of
participants in Ixias employee stock purchase plan were used to
purchase shares of Ixia common stock, and each such share was
converted into the right to receive a cash payment equal to the
Merger Consideration, without interest and less any applicable
withholding taxes required by law.

The foregoing description of the Merger Agreement and the
transactions contemplated thereby does not purport to be complete
and is subject to, and qualified in its entirety by, the full
text of the Merger Agreement, which was filed as Exhibit 2.1 to
Keysights Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission (the SEC) on February 1, 2017,
and is incorporated herein by reference.

The Merger Agreement contains representations and warranties made
by the parties thereto. These representations and warranties were
made solely for the benefit of the other parties to the Merger
Agreement and (i) were not intended to be treated as categorical
statements of fact, but rather as a way of allocating the risk to
one of the parties if those statements prove to be inaccurate;
(ii) may have been qualified in the Merger Agreement by
disclosures that were made to the other party in connection with
the negotiation of the Merger Agreement; (iii) may apply
contractual standards of materiality that are different from
materiality under the applicable securities laws; and (iv) were
made only as of the date of the Merger Agreement or such other
date or dates as may be specified in the Merger Agreement.

ITEM2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

As previously reported, on February 15, 2017, Keysight entered
into a term credit agreement (the Term Credit Agreement), by and
among Keysight, certain lenders party thereto and Goldman Sachs
Bank USA, as administrative agent. The Term Credit Agreement
provides for a three-year $400 million delayed draw senior
unsecured term loan facility (the Term Loan Facility). The Term
Loan Facility became available to Keysight upon the closing of
the Merger, and on the Closing Date, Keysight borrowed an
aggregate principal amount of $400 million under the Term Loan
Facility to finance a portion of the aggregate merger
consideration.

ITEM 7.01 Regulation FD Disclosure.

On April 18, 2017, Keysight and Ixia issued a joint press release
announcing the closing of the Merger, which is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 is being furnished and shall
not be deemed to be filed for purposes of Section18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liability of that Section, nor shall
such information be deemed to be incorporated by reference into
any registration statement or other document filed under the
Securities Act of 1933, as amended, or the Exchange Act, except
as otherwise stated in that filing.

ITEM9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The audited consolidated financial statements of Ixia that are
required by this Item are substantially the same as those
financial statements that were incorporated by reference as
Exhibit 99.2 to Keysights Current Report on Form 8-K filed with
the SEC on March 20, 2016. Accordingly, no additional audited
consolidated financial statements of Ixia are required to be
included herein.

(b) Pro Forma Financial Information

The pro forma financial information with respect to Ixia that is
required by this Item is substantially the same as the pro forma
information filed as Exhibit 99.1 to Keysights Current Report on
Form 8-K filed with the SEC on March 20, 2016. Accordingly, no
additional pro forma information with respect to Ixia is required
to be included herein.

* Schedules have been omitted to Item 601(b)(2) of Regulation
S-K. Keysight agrees to furnish supplementally to the SEC a copy
of any omitted schedule upon request.

to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Date: April 18, 2017

EXHIBIT INDEX

* Schedules have been omitted

About KEYSIGHT TECHNOLOGIES, INC. (NYSE:KEYS)

Keysight Technologies, Inc. is a measurement company engaged in providing electronic design and test solutions to communications and electronics industries. The Company provides electronic design and test instruments and systems and related software, software design tools and related services that are used in the design, development, manufacture, installation, deployment and operation of electronics equipment. The Company operates through three segments: Communications Solutions Group (CSG), Electronic Industrial Solutions Group (EISG) and Services Solutions Group (SSG). The CSG and EISG segments provide electronic design and test software, instruments, and systems used in the simulation, design, validation, manufacturing, installation and optimization of electronic equipment. The SSG segment provides integrated service solutions, including repair and calibration services, professional services and remanufactured equipment.

KEYSIGHT TECHNOLOGIES, INC. (NYSE:KEYS) Recent Trading Information

KEYSIGHT TECHNOLOGIES, INC. (NYSE:KEYS) closed its last trading session down -0.18 at 35.77 with 639,154 shares trading hands.