Agilent Technologies to Separate Into Two Industry-Leading Public Companies
Electronic Measurement Business to be Distributed to Shareholders Through a
Increases Strategic Flexibility of Both Standalone Businesses
*Two publicly traded companies will offer shareholders distinct
opportunities with unique investment identities
*$3.9 billion^(1) Agilent life sciences, diagnostics, applied markets
*$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
SANTA CLARA, Calif. -- September 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.
“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.”
Agilent believes that the separation will result in material benefits to the
*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
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
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.”
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
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
For More Information
Agilent will host a conference call today at 5:30 a.m. (Pacific Time). This
event will be webcast live in listen-only mode. Listeners may access the
webcast and accompanying slides at www.investor.agilent.com. The webcast will
remain available on the website for 90 days.
A telephone replay of the conference call will be available at 7:30 a.m.
(Pacific) today through Sept. 26, 2013. The replay number is +1 888 286-8010;
international callers may dial +1 (617) 801-6888. The passcode is 63085954.
For more details, see the fact sheets for Agilent and the new EM company.
About Agilent Technologies
Agilent Technologies Inc. (NYSE: A) is the world’s premier measurement company
and a technology leader in chemical analysis, life sciences, diagnostics,
electronics and communications. The company’s 20,500 employees serve customers
in more than 100 countries. Agilent had revenues of $6.9 billion in fiscal
2012. Information about Agilent is available at www.agilent.com.
This news release contains forward-looking statements (including, without
limitation, information and future guidance on the company’s goals,
priorities, the planned separation of our Electronic Measurement Group,
revenues, demand, growth opportunities, customer service and innovation plans,
new product introductions, financial condition, earnings, the company’s
ability to pay dividends, ability to access capital markets, the continued
strengths and expected growth of the markets the company sells into,
operations, operating earnings, and tax rates) that involve risks and
uncertainties that could cause results of Agilent to differ materially from
management’s current expectations. The words “anticipate,” “plan,” “estimate,”
“expect,” “intend,” “will,” “should,” “forecast,” “project,” and similar
expressions, as they relate to the company, are intended to identify
In addition, other risks that the company faces in running its operations
include the ability to execute successfully through business cycles; the
ability to successfully adapt its cost structures to continuing changes in
business conditions; ongoing competitive, pricing and gross margin pressures;
the risk that our cost-cutting initiatives will impair our ability to develop
products and remain competitive and to operate effectively; the impact of
geopolitical uncertainties on our markets and our ability to conduct business;
the ability to improve asset performance to adapt to changes in demand; the
ability to successfully introduce new products at the right time, price and
mix, and other risks detailed in the company's filings with the Securities and
Exchange Commission, including our quarterly report on Form 10-Q for the
quarter ended July 31, 2013. Agilent undertakes no responsibility to publicly
update or revise any forward-looking statement.
^(1) FY13 numbers are estimates based on company guidance provided on Aug. 14,
2013. They are not a confirmation of guidance.
NOTE TO EDITORS: Further technology, corporate citizenship and executive news
is available on the Agilent news site at www.agilent.com/go/news.
Agilent Technologies Inc.
Amy Flores, +1 408-345-8194 (Editorial)
Alicia Rodriguez, +1 408-345-8948 (Investor)
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