Agilent to Separate into Two Public Companies

September 19, 2013. Agilent Technologies Inc. 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 comprise 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 standalone companies, including greater management focus on the distinct businesses of LDA and EM. Agilent said the LDA company will be able to devote resources to the higher-growth LDA business, while reducing exposure to the more cyclical EM industry, and the EM company can devote resources to its own growth that were previously used to capitalize LDA.

Both companies will be well capitalized, having strong balance sheets and investment-grade profiles with target debt-to-EBITDA ratios below 2.0x

Agilent said 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.

The new EM company will be the world's premier electronic measurement company, Agilent said, 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.”

The Agilent board of directors granted initial approval to pursue the separation plan at its meeting on September 18.

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