KEYSIGHT TECHNOLOGIES, INC. (NYSE:KEYS) Files An 8-K Regulation FD Disclosure
Item7.01
| Regulation FD Disclosure. |
Second Fiscal Quarter Updated Outlook
Keysight Technologies, Inc., a Delaware corporation (Keysight),
provides guidance based on current market conditions and
expectations.
Keysights second quarter has seen a continuation of the same
trends seen in the first quarter, in particular strength across
most end markets with the exception of aerospace, defense and
government where the continuing Congressional budget resolution
has delayed U.S. spending. Keysight now expects its second
quarter 2017 revenue to be in the range of $725million to
$745million, compared with prior guidance of $720million to
$760million. Second quarter non-GAAP earnings per share are now
expected to be in the range of $0.55 to $0.63, compared with
prior guidance of $0.54 to $0.68. Non-GAAP earnings per share as
projected for the second quarter of fiscal year 2017 exclude
items that pertain to future events and are not currently
estimable with a reasonable degree of accuracy. Therefore, no
reconciliation to U.S. generally accepted accounting principles
(GAAP) amounts has been provided. Further information is
discussed in the section titled Non-GAAP Measures below. In
addition, our guidance for the second quarter of fiscal year 2017
does not reflect the impact of the pending acquisition of Ixia
(the Merger) or any equity or debt financings associated
therewith.
Risk Factors
Lawsuits have been filed against Ixia and us
challenging the Merger, and an adverse ruling in the lawsuits may
prevent or delay the Merger.
Between on or about February 23, 2017 and March 15, 2017, three
putative class action lawsuits were filed in the United States
District Court for the Central District of California on behalf
of Ixias shareholders seeking, among other things, to temporarily
and permanently enjoin the Merger and, if the Merger were to be
consummated, to rescind the Merger. The lawsuits are captioned
Witmer v. Ixia, et al., 17-cv-1483 (C.D. Cal.),
Krishna v. Ixia, et al., 17-cv-1840 (C.D. Cal.), and
Joyce v. Ixia, 17-cv-2071 (C.D. Cal.). Each of the three
complaints names Ixia and certain Ixia officers and directors as
defendants, and the Witmer and Krishna
complaints also name us and Merger Sub as defendants. On March
16, 2017, the Joyce plaintiff filed a motion for a
preliminary injunction seeking to enjoin Ixias shareholder vote
on the Merger until Ixia makes certain additional disclosures
concerning the Merger. The plaintiff has requested that the
preliminary injunction motion be heard by the court prior to the
shareholder vote, which is scheduled for April 12, 2017.
If these actions, or similar actions that may be brought, are
successful, the Merger could be prevented, delayed, or rescinded,
and Keysight could be liable for monetary damages, fees, and
costs. Additionally, we may incur significant expenses defending
or settling any such actions.
One condition to closing the Merger is the absence of any law,
order, judgment or other similar legal restraint by a court or
other governmental entity that prevents, declares unlawful, or
enjoins or prohibits the consummation of the Merger. If
plaintiffs are successful in obtaining an injunction prohibiting
the consummation of the Merger, then any such injunction may
prevent the Merger from being completed, or from being completed
within the expected timeframe.
Our actual operating results may differ significantly
from the forward-looking statements included or incorporated by
reference in this Current Report on Form 8-K.
From time to time, we have made or may make forward-looking
statements regarding our future performance, the future
performance of the combined company or the impacts and effects of
the Merger on our or the combined companys operations, that
represent our managements best estimates as of the date the
forward-looking statements are made. These forward-looking
statements are prepared by our management and are qualified by,
and subject to, the assumptions and the other information
contained or referred to in the filing, release or presentation
in which they are made. Neither our independent registered public
accounting firm nor any other independent expert or outside party
compiles or examines these forward-looking statements and,
accordingly, no such person expresses any opinion or any other
form of assurance with respect thereto.
Any such forward-looking statements are based upon a number of
assumptions and estimates that, while presented with numerical
specificity, are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of
which are beyond our control and are based upon specific
assumptions with respect to future business decisions, some of
which will change. We sometimes state possible outcomes as high
and low ranges which are intended to provide a sensitivity
analysis as variables are changed but are not intended to
represent that actual results could not fall outside of the
suggested ranges. The principal reason that we release this data
is to provide a basis for our management to discuss our and the
combined companys business outlook with analysts and investors.
We do not accept any responsibility for any projections or
reports published by any such persons.
Any such forward-looking statements are necessarily speculative
in nature, and it can be expected that some or all of the
assumptions of the forward-looking statements made by us will not
materialize or will vary significantly from actual results. In
particular, visibility into our markets is limited. The change of
government administrations in the United States has exacerbated
this issue in our aerospace, defense and government business. As
a result, our ability to forecast our short term performance is
even more limited. Accordingly, our forward-looking statements
are only an estimate of what management believes is realizable as
of the date the statements are made. Actual results will vary
from our forward-looking statements and the variations may be
material. Investors should also recognize that the reliability of
any forecasted financial data diminishes the further in the
future that the data is forecast. In light of the foregoing,
investors are urged to put the forward-looking statements in
context and not to place undue reliance on them.
Any failure by us or the combined company to successfully
implement our operating strategy or the occurrence of any of the
events or circumstances set forth in this Current Report on Form
8-K could result in the actual operating results being different
than the forward-looking statements we have made about, among
other things, our and the combined companys performance after
giving effect to the Merger or any impacts of the Merger on our
or the combined companys results of operations, and such
differences may be adverse and material. In addition, we have
disclosed, and may from time to time disclose or announce,
potential synergies that may be obtained in the future as a
result of the Merger or other closed and pending acquisitions,
including measures of revenue, cost, earnings per share and
profitability that give effect to potential synergies. Our
determination of potential synergies (and such measures of
revenue, cost, earnings per share and profitability) is based
upon various assumptions and estimates that are inherently
subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our
control, and are based upon specific assumptions with respect to
future business decisions, some of which will change. We cannot
guarantee that we will necessarily generate all of the
anticipated synergies from the Merger or any other acquisition we
may enter into. All disclosures regarding synergies (and any
related measures of revenue, cost, earnings per share and
profitability) included or incorporated by reference in this
Current Report on Form 8-K should be reviewed together with the
Risk Factors included in and incorporated by reference in this
Current Report on Form 8-K.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements as defined in the Securities Exchange Act of 1934, as
amended (the Exchange Act), and is subject to the safe harbors
created therein. The forward-looking statements contained herein
include, but are not limited to, information regarding Keysights
future revenues, earnings and profitability; the future demand
for the companys products and services; and customer
expectations. These forward-looking statements involve risks and
uncertainties that could cause Keysights results to differ
materially from managements current expectations. Such risks and
uncertainties include, but are not limited to, unforeseen changes
in the strength of our customers businesses; unforeseen changes
in the demand for current and new products, technologies, and
services; customer purchasing decisions and timing; timing and
ability to close the Ixia acquisition, and the risk that we are
not able to realize the savings or benefits expected from
integration and restructuring activities.
In addition, other risks that Keysight faces include those
detailed in Keysights filings with the Securities and Exchange
Commission, including our Annual Report on Form 10-K for the
fiscal year ended October31, 2016 and Quarterly Report on Form
10-Q for the quarter ended January31, 2017. Forward-looking
statements are based on the beliefs and assumptions of Keysights
management and on currently available information. Keysight
undertakes no responsibility to publicly update or revise any
forward-looking statement.
Non-GAAP Measures
Keysight uses a number of different financial measures, both GAAP
and non-GAAP, in analyzing and assessing the overall performance
of the business, for making operating decisions and for
forecasting and planning for future periods. The definitions of
these non-GAAP financial measures may differ from similarly
titled measures used by others, and such non-GAAP measures should
be considered supplemental to and not a substitute for financial
information prepared in accordance with GAAP. Keysight generally
uses non-GAAP financial measures to facilitate managements
comparisons to historic operating results, to competitors
operating results and to guidance provided to investors. In
addition, Keysight believes that the use of these non-GAAP
financial measures provides greater transparency to investors of
information used by management in its financial and operational
decision-making.
Keysight utilizes a fixed long-term projected non-GAAP tax rate.
When projecting this long-term rate, Keysight excludes any tax
benefits or expenses that are not directly related to ongoing
operations and which are either isolated or cannot be expected to
occur again with any regularity or predictability. Additionally,
Keysight evaluates its current long-term projections, current tax
structure and other factors such as existing tax positions in
various jurisdictions and key tax holidays in major jurisdictions
where Keysight operates. This tax rate could change in the future
for a variety of reasons, including but not
limited to significant changes in geographic earnings mix
including acquisition activity, or fundamental tax law changes in
major jurisdictions where Keysight operates. The above reasons
also limit our ability to reasonably estimate the future GAAP tax
rate and provide a reconciliation of the expected Non-GAAP
earnings per share for second quarter 2017 to GAAP amounts.
The information in this Item 7.01 is being furnished and shall
not be deemed to be filed for purposes of Section18 of 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.
| Item8.01 | Other events. |
As previously announced in the Current Report on Form
8-K filed by
Keysight Technologies, Inc., a Delaware corporation (the Company
or Keysight) with the Securities and Exchange Commission (the
SEC) on January30, 2017, the Company entered into an Agreement
and Plan of Merger (Merger Agreement) with Ixia, a California
corporation (Ixia). On February2, 2017, Keysight Acquisition,
Inc., a California corporation and the Companys wholly owned
subsidiary (Merger Sub), executed a joinder agreement to the
Merger Agreement. The Merger Agreement provides, among other
things and subject to the terms and conditions set forth therein,
for the merger of Merger Sub with and into Ixia (the Merger),
with Ixia surviving the Merger as our wholly owned
subsidiary.
Upon the
consummation of the Merger, each share of Ixia common stock
outstanding immediately prior to the effective time of the Merger
(other than shares held by holders who have properly perfected
their dissenters rights under Chapter 13 of the General
Corporation Law of the State of California, and shares owned by
Keysight or Merger Sub, or by any subsidiary of Keysight, Merger
Sub, or Ixia), will be automatically cancelled and converted into
the right to receive the Merger consideration of $19.65 per share
payable in cash, without interest and less any applicable
withholding taxes required by law.
The Company is not
currently required to file on a Current Report on Form 8-K the
historical financial statements of Ixia to Article 3-05 of
Regulation S-X under the Securities Act of 1933, as amended
(Regulation S-X), or furnish pro forma financial information
giving effect to the Merger to Article 11 of Regulation S-X or
Rule 8-05 of Regulation S-X.Nonetheless, the Company is filing
the unaudited pro forma condensed combined financial data in this
Exhibit 99.1 to aid investor understanding, and such data is
expected to be incorporated by reference into one or more
registration statements to be filed by the Company.
In connection with
the proposed Merger, the Company is filing as Exhibit 99.1 hereto
and incorporating by reference herein (i)the unaudited pro forma
condensed combined balance sheet as of January31, 2017 and
(ii)the unaudited pro forma condensed combined statement of
operations for (A)the year ended October31, 2016 and (B)the three
month periods ended January 31, 2017 and 2016; in each case
together with the notes related thereto. Also in connection with
the proposed Merger, the Company is filing as Exhibit 99.2 hereto
and incorporating by reference herein Item 8. Financial
Statements and Supplementary Data and Item 9A. Controls and
Procedures of Ixias Annual Report on Form 10-K for the fiscal
year ended December31, 2016 as filed March1, 2017.
| Item9.01 | Financial Statements and Exhibits. |
(d)
Exhibits.
|
Exhibit No. |
Description |
|
| 23.1* |
Consent of Deloitte Touche LLP, independent registered public accounting firm of Ixia. |
|
| 99.1* |
The unaudited pro forma condensed combined balance sheet as of January31, 2017 and the unaudited pro forma condensed statement of operations for year ended October31, 2016 and the three month periods ended January31, 2017 and 2016; in each case together with the notes related thereto. |
|
| 99.2 |
Item8. Financial Statements and Supplementary Data and Item9A. Controls and Procedures of Ixias Annual Report on Form10-K for the fiscal year ended December31, 2016 (as filed with the SEC on March1, 2017 and incorporated by reference herein). |
| * | Filed herewith. |
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 -0.29 at 38.75 with 1,244,888 shares trading hands.