Electronic Measurement Business to be Distributed to Shareholders Through a Tax-Free Spinoff
Increases Strategic Flexibility of Both Standalone Businesses
SANTA CLARA, Calif., Sept. 19, 2013
Agilent Technologies Inc. (NYSE: A) today announced plans to separate into two publicly traded companies: one in life sciences, diagnostics and applied markets (LDA) that will retain the Agilent name, and the other that will be comprised of Agilent’s current portfolio of electronic measurement (EM) products. The separation is expected to occur through a tax-free pro rata spinoff of the EM company to Agilent shareholders.
Highlights:
- Two publicly traded companies will offer shareholders distinct opportunities with unique investment identities
- $3.9 billion(1) Agilent life sciences, diagnostics, applied markets company
- $2.9 billion(1) electronic measurement company, to be named later
- Transaction leverages strategic and operational advancements and improvements of both businesses
- Allows management to focus exclusively on the customers of their respective companies
“Agilent has evolved into two distinct investment and business opportunities, and we are creating two separate and strategically focused enterprises to allow each to maximize its growth and success,” said William (Bill) Sullivan, Agilent president and CEO.
“Agilent’s history is one of reinvention, starting with our own separation from HP and including four major spinoffs since 2005. We are once again making a bold move, as we have done many times in the past, to ensure a future of sustainable growth for both the LDA and EM companies,” he said. “We are focused on making this transition seamless for our customers.”
Benefits
Agilent believes that the separation will result in material benefits to the standalone companies:
- Greater management focus on the distinct businesses of LDA and EM
- Ability for the LDA company to devote resources to the higher-growth LDA business, while reducing exposure to the more cyclical EM industry
- Ability for the EM company to devote resources to its own growth that were previously used to capitalize LDA
- Two independent and unique investment profiles
- Both companies will be well capitalized, having strong balance sheets and investment-grade profiles with target debt-to-EBITDA ratios below 2.0x
The New Agilent
The new Agilent will be a global leader in life sciences, diagnostics and applied markets, with an attractive recurring revenue base, balanced geographic revenue profile, growth opportunities in emerging markets, molecular diagnostics and clinical markets, and significant margin-expansion opportunities. FY13 estimated revenues are $3.9 billion. It is expected that the new Agilent will continue to pay a dividend at least at the present yield.
Bill Sullivan is president and CEO of Agilent, and Didier Hirsch continues as CFO.
EM Company
The new EM company will be the world’s premier electronic measurement company, with a leading position in major markets including communications; aerospace and defense; and industrial, computers and semiconductors. FY13 estimated revenues are $2.9 billion. The EM company initially is not expected to pay a dividend.
Ron Nersesian, who has been Agilent’s president and chief operating officer, is executive vice president of Agilent and president and CEO-designate of the new EM company, effective immediately. Neil Dougherty, who has been Agilent’s vice president and treasurer, is vice president of Agilent and CFO-designate of the new EM company.
“The board and I believe Ron is the right leader for the new company,” said Sullivan. “He has an excellent track record of running this business, and he has the vision and expertise to position the new company for accelerated growth and success.”
Transaction Details
The Agilent board of directors granted initial approval to pursue the separation plan at its meeting on Sept. 18.
Under the plan, Agilent shareholders will receive a pro rata distribution of shares in the new EM company via a tax-free spinoff. Although there is no assurance that the separation will be completed within this timeframe, the transaction is targeted to be completed by the end of calendar 2014, subject to the satisfaction of closing conditions, including, among others, obtaining final approval from the Agilent board of directors, satisfactory completion of financing, receipt of tax opinions, receipt of favorable rulings from the Internal Revenue Service, the effectiveness of a Form 10 filing with the Securities and Exchange Commission, and satisfying foreign regulatory requirements.
The spinoff is not anticipated to impact Agilent’s guidance for fiscal year 2013. The company is expected to incur one-time charges related to the transaction during the periods preceding the separation, to be quantified at a later date.
For More Information
For more details, see the fact sheets for Agilent and the new EM company.
