Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 23, 2024

VIAVI SOLUTIONS INC.

(Exact name of Registrant as specified in its charter)

Delaware

000-22874

94-2579683

(State or other jurisdiction

of incorporation or organization)

(Commission file number)

(I.R.S. Employer

Identification Number)




1445 South Spectrum Blvd, Suite 102, Chandler, Arizona 85286
(Address of principal executive offices and Zip Code)

(408) 404-3600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of the exchange on which registered

Common Stock, par value $0.001 per share

VIAV

The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company. ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02. Termination of a Material Definitive Agreement.

As disclosed in the Current Report on Form 8-K (the “Form 8-K”) filed on March 5, 2024, by Viavi Solutions Inc. (the “Company”), on March 5, 2024, the Company and Spirent Communications plc, (“Spirent”) entered into a Co-operation Agreement (the “Co-operation Agreement”) and issued an announcement pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers in connection with the recommended cash offer (the “Viavi Offer”) by Viavi Solutions Acquisitions Limited, a wholly-owned subsidiary of the Company (“Bidco”), to acquire the entire issued and to be issued ordinary share capital of Spirent for an acquisition value of 175 pence per Spirent share (the “Proposed Acquisition”).

The Proposed Acquisition was to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act (the “Viavi Scheme”), and was conditioned on, among other things, holding meetings of Spirent shareholders to approve the Viavi Scheme (the “Viavi Scheme Meetings”) on or before May 23, 2024.

On March 28, 2024, the boards of directors of Spirent and Keysight Technologies, Inc. (“Keysight”) announced that they had reached agreement on the terms of a recommended cash offer by Keysight to acquire the entire issued and to be issued share capital of Spirent, and the Spirent board of directors withdrew its recommendation of the Viavi Offer. On April 17, 2024, Spirent announced that the Viavi Scheme Meetings were adjourned indefinitely.

The Viavi Scheme Meetings were not held on or before the May 23, 2024, and accordingly, the Viavi Scheme has lapsed, and on May 23, 2024, Bidco terminated the Co-operation Agreement.

As disclosed in the Form 8-K, on or about March 5, 2024, the Company entered into various financing arrangements in connection with the Proposed Transaction. The lapse of the Viavi Scheme resulted in the termination and/or cancelation of each of those arrangements.

Item 8.01. Other Events.

On May 24, 2024, the Company issued an announcement of the lapse of the Viavi Scheme and termination of the Co-operation Agreement. The announcement is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description

99.1						Announcement, dated May 24, 2024

SIGNATURE

Pursuant 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.

VIAVI SOLUTIONS INC.

Date: May 24, 2024

By:

/s/ ILAN DASKAL

Name:

ILAN DASKAL

Title:

Chief Financial Officer (Duly Authorized Officer

and Principal Financial and Accounting Officer)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

24 May 2024

Lapse of Viavi Solutions Acquisitions Limited’s (“Viavi Bidco”) offer for Spirent Communications plc (“Spirent”)

On 5 March 2024, the boards of Viavi Bidco and Spirent announced that they had reached agreement on the terms of a recommended cash offer by Viavi Bidco to acquire the entire issued and to be issued share capital of Spirent for an acquisition value of 175 pence per Spirent Share (comprising cash consideration of 172.5 pence and a permitted special dividend payment of 2.5 pence per Spirent Share) (the “Rule 2.7 Announcement”). Such offer (the “Viavi Offer”) was to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the “Viavi Scheme”).

On 27 March 2024, Spirent published the scheme document (the “Scheme Document”) to convene the Court Meeting and General Meeting of Spirent Shareholders to approve the Viavi Scheme, with such meetings (the “Viavi Scheme Shareholder Meetings”) to be held on 1 May 2024. Defined terms used but not otherwise defined in this announcement have the meanings given to them in the Scheme Document.

On 28 March 2024, the boards of Spirent and Keysight Technologies Inc. (“Keysight”) announced that they had reached agreement on the terms of a recommended cash offer by Keysight to acquire the entire issued and to be issued share capital of Spirent for an acquisition value of 201.5 pence per Spirent Share (comprising cash consideration of 199 pence and a permitted special dividend payment of 2.5 pence per Spirent Share) (the “Keysight Offer”).

The announcement on 28 March 2024 included the withdrawal by the Spirent Directors of their recommendation of the Viavi Offer. On 17 April 2024, the Viavi Scheme Shareholder Meetings, due to be held on 1 May 2024, were adjourned indefinitely.

The Viavi Scheme was conditional, amongst other things, on the Viavi Scheme Shareholder Meetings being held on or before the 22nd day after 1 May 2024, being the expected date of the Viavi Scheme Shareholder Meetings. Accordingly, conditions 2.1(b) and 2.2(b), as set out in Part III of the Scheme Document, have not been satisfied by 23 May 2024 and, as such, the Viavi Scheme has lapsed.

In addition, Viavi Bidco has served notice to terminate the Co-operation Agreement.

Enquiries:


Viavi Solutions Inc. (“Viavi”)			Tel: + 1 408 404 6305
Oleg Khaykin, President and Chief Executive Officer Ilan Daskal, Executive Vice President and Chief Financial Officer Kevin Siebert, Senior Vice President, General Counsel & Secretary
Qatalyst Partners (Lead Financial Adviser to Viavi and Viavi Bidco)			Tel: +44 (0)20 3700 8820
Jason DiLullo
Peter Spofforth
Milad Zarpak

Wells Fargo Securities (Financial Adviser to Viavi and Viavi Bidco)			Tel: +44 (0)20 3942 8000
Rob Engel
Mark Hutt Preeti Raghupathi

Important Notices

Qatalyst Partners LP, which is authorised by the Securities and Exchange Commission and regulated by the Financial Industry Regulatory Authority and the Securities and Exchange Commission in the United States, is acting exclusively as financial adviser to Viavi and Viavi Bidco and will not be responsible to anyone other than Viavi and Viavi Bidco for providing the protections afforded to its client, or for providing advice in relation to the matters set out in this announcement.

Wells Fargo Securities, LLC, a subsidiary of Wells Fargo & Company, which is authorised by the Securities and Exchange Commission and regulated by the Financial Industry Regulatory Authority and the Securities and Exchange Commission in the United States, is acting exclusively as financial adviser to Viavi and Viavi Bidco and will not be responsible to anyone other than Viavi and Viavi Bidco for providing the protections afforded to its client, or for providing advice in relation to the matters set out in this announcement.

A copy of this announcement and the documents required to be published pursuant to Rule 26.1 of the Takeover Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Viavi Bidco’s website at https://investor.viavisolutions.com/overview/default.aspx by no later than 12.00 p.m. (London time) on the Business Day following the date of this announcement.

Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.

Cover	May 23, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 23, 2024
Entity Registrant Name	VIAVI SOLUTIONS INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-22874
Entity Tax Identification Number	94-2579683
Entity Address, Address Line One	1445 South Spectrum Blvd
Entity Address, Address Line Two	Suite 102
Entity Address, City or Town	Chandler
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85286
City Area Code	408
Local Phone Number	404-3600
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	VIAV
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000912093
Amendment Flag	false