2013年9月19日 美国安捷伦科技(A)有限公司周四宣布，为使医疗器械和电子测量两领域的增长最大化，将分拆成两家公开上市的公司。

　　其中医疗器械公司业务集中于生命科学、诊断和应用(LDA)领域并保留“安捷伦”名称。同时，安捷伦将通过免税剥离方式将电子测量业务(EM)分配给股东，公司名称待定。华尔街认为此举将提升安捷伦公司的整体价值。

　　新的EM公司2013财年营收料为29亿美元，预计不会派息。

　　安捷伦首席执行官Bill Sullivan称：“安捷伦已拓展至两个明显不同的投资和业务机遇。我们将两者分拆并各自聚焦所在领域，从而使两家公司增长最大化。”

　　截至北京时间20:15，安捷伦的股价在盘前交易中涨11.92%至55.20美元。其股价年内至今涨20.5%，与大盘表现持平。

 

• 管理层更加专注LDA和EM两种不同业务；
• LDA公司能够将资源分配给增长更快的LDA业务，同时减少受EM业务发展周期的影响；
• EM公司能够将以前用于LDA的资源应用到自己的发展需要上；
• 形成两个独立、独特的投资对象；
• 由于资产负债表表现优良，投资分级情况良好，目标负债与息前税前及折旧摊销前盈余比（Net Debt to EBITDA）低于2倍，两家公司都将实现很好的投资回报。

新安捷伦公司

Agilent Technologies to Separate into Two Industry-Leading Public Companies

Electronic Measurement Business to be Distributed to Shareholders Through a Tax-Free Spinoff

Increases Strategic Flexibility of Both Standalone Businesses

SANTA CLARA, Calif., Sept. 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."

Benefits

Agilent believes that the separation will result in material benefits to the standalone companies:

• 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 CFO.

EM Company

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 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."

 

Transaction Details

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 requirements.

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.

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.