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| Agilent Technologies finalizes ratio for Verigy share distribution|
SANTA CLARA, Calif.,
Agilent Technologies Inc. (NYSE: A) today announced that it has finalized the distribution ratio related to Agilent's distribution of shares in Verigy Ltd. (NASDAQ: VRGY), scheduled to occur after the close of market on Oct. 31, 2006. Agilent shareholders will receive 0.122435 of an ordinary share of Verigy for every one share of Agilent held.
The distribution ratio was calculated by dividing the 50 million Verigy shares that Agilent intends to distribute by the 408,376,999 Agilent shares outstanding as of 5:00 p.m. (ET) on the record date of Oct. 16, 2006. Agilent will distribute all of the shares of Verigy that it owns, representing approximately 85 percent of Verigy's total shares outstanding, to Agilent shareholders on Oct. 31, 2006.
No fractional shares of Verigy will be distributed to Agilent's shareholders. Instead, the transfer agent, on behalf of the shareholders, will aggregate all fractional shares and sell them through a broker in the public market. Agilent anticipates that these sales will occur as soon after the distribution as practicable. The net cash proceeds of these sales will be distributed on a pro rata basis to the shareholders who would have otherwise received fractional shares.
Information Regarding the Distribution Transaction
Agilent's shareholders need not take any action, make any payment, or surrender any existing shares of Agilent's common stock to participate in the Verigy distribution. In addition, no vote of shareholders is required; therefore, no proxy will be solicited in connection with the distribution.
The distribution of Verigy will not affect the number of Agilent common shares outstanding or the number of Agilent shares owned by each shareholder. Agilent shareholders entitled to the dividend of Verigy shares will receive a book-entry account statement reflecting their ownership of Verigy ordinary shares, or their brokerage account will be credited for the shares.
Agilent plans to send an information statement regarding this transaction to its shareholders later this week. The information statement will include details on the distribution and will also be posted on Agilent's investor Web site at www.investor.agilent.com.
This news release contains forward-looking statements as defined in the Securities Exchange Act of 1934 and is subject to the safe harbors created therein. The forward-looking statements contained herein include, but are not limited to, Agilent's planned distribution of Verigy ordinary shares to holders of Agilent common stock, the expected distribution ratio and the timing of the distribution. Actual events may differ materially from current expectations. Such risks and uncertainties include, but are not limited to, unforeseen changes in the planned distribution schedule and unexpected changes to the market for Agilent and Verigy shares. Forward-looking statements are based on the beliefs and assumptions of Agilent's management and on currently available information. Agilent undertakes no responsibility to publicly update or revise any forward-looking statement.
Lunes, 23 Octubre, 2006 - 11:09