VIAVI Solutions Inc. Terminates Material Definitive Agreement
Ticker: VIAV · Form: 8-K · Filed: May 24, 2024 · CIK: 912093
| Field | Detail |
|---|---|
| Company | Viavi Solutions Inc. (VIAV) |
| Form Type | 8-K |
| Filed Date | May 24, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: agreement-termination, filing, corporate-event
TL;DR
VIAVI terminated a big deal, filing an 8-K today.
AI Summary
On May 23, 2024, VIAVI Solutions Inc. announced the termination of a material definitive agreement. The company also reported other events and filed financial statements and exhibits.
Why It Matters
The termination of a material definitive agreement can significantly impact a company's strategic direction and financial performance.
Risk Assessment
Risk Level: medium — Termination of a material definitive agreement introduces uncertainty regarding the company's future business relationships and financial projections.
Key Players & Entities
- VIAVI SOLUTIONS INC. (company) — Registrant
- May 23, 2024 (date) — Date of earliest event reported
FAQ
What was the specific material definitive agreement that was terminated?
The filing does not specify the details of the material definitive agreement that was terminated.
What is the effective date of the termination?
The earliest event reported is May 23, 2024, which is the date of the report and likely the effective date or announcement date of the termination.
Are there any financial implications mentioned due to this termination?
The filing mentions the termination of a material definitive agreement and the filing of financial statements and exhibits, but does not detail specific financial implications in the provided text.
What other events are reported in this 8-K filing?
Besides the termination of a material definitive agreement, the filing also indicates 'Other Events' and the submission of 'Financial Statements and Exhibits'.
What is VIAVI Solutions Inc.'s primary business sector?
VIAVI Solutions Inc. is in the Semiconductors & Related Devices sector, with SIC code 3674.
Filing Stats: 732 words · 3 min read · ~2 pages · Grade level 11 · Accepted 2024-05-24 09:25:56
Key Financial Figures
- $0.001 — ich registered Common Stock, par value $0.001 per share VIAV The Nasdaq Stock Market
Filing Documents
- viav-20240523.htm (8-K) — 37KB
- announcement-minilongstopi.htm (EX-99.1) — 16KB
- 0000912093-24-000038.txt ( ) — 182KB
- viav-20240523.xsd (EX-101.SCH) — 2KB
- viav-20240523_lab.xml (EX-101.LAB) — 22KB
- viav-20240523_pre.xml (EX-101.PRE) — 13KB
- viav-20240523_htm.xml (XML) — 3KB
02. Termination of a Material Definitive Agreement
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.
01. Other Events
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.
01. Financial Statements and Exhibits
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)