SANTA CLARA, Calif.--(BUSINESS WIRE)--Oct. 17, 2006--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.
Forward-Looking Statements
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.
About Agilent Technologies
Agilent Technologies Inc. (NYSE:A) is the world's premier
measurement company and a technology leader in communications,
electronics, life sciences and chemical analysis. The company's 20,000
employees serve customers in more than 110 countries. Agilent had net
revenue of $5.1 billion in fiscal year 2005. Information about Agilent
is available on the Web at www.agilent.com.
NOTE TO EDITORS: Further technology, corporate citizenship and
executive news is available on the Agilent news site at
www.agilent.com/go/news.
CONTACT: Agilent Technologies Inc.
Editorial:
Amy Flores, 408-345-8194
amy_flores@agilent.com
or
Investor:
Hilliard Terry, 408-345-8529
hilliard_terry@agilent.com
SOURCE: Agilent Technologies Inc.