In today's era of digital transformation, product development across many industries is shifting left in the design cycle and becoming virtualized. Computer-aided engineering supports this shift left with virtual prototyping of products, manufacturing processes, and workflows. By bringing ESI Group into its electronic design and test portfolio, Keysight will further expand its software prototyping capabilities into computer-aided engineering, enabling customers to accelerate time to market and lower operational costs, while reducing their environmental footprint. About the proposed transaction In the context of a competitive sale process, Keysight has entered into exclusive negotiations with certain shareholders 2 of ESI Group representing in aggregate 50.6% 1 of ESI Group's share capital and 55.8% 1 of its theoretical voting rights (the "Sellers"), with a view for Keysight to acquire the entire shareholding of the Sellers (the "Controlling Block").