Agilent Technologies Inc. on Sept. 19 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 another — to be named later — 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."
An Agilent statement said that the board of directors believes the separation will result in material benefits to the standalone companies, including:
- 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
- Creation of two independent and unique investment profiles
- Both companies will be well capitalized, having strong balance sheets and investment-grade profiles
Company officials 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 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. The target for completing the separation is the end of calendar 2014, subject to the satisfaction of closing conditions. Those conditions include 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. Given those conditions, there is no assurance that the separation will be completed within the targeted timeframe.
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.