Justice Department Requires Keysight to Divest Assets to Proceed with Spirent Acquisition

“This structural solution preserves competition for key testing equipment used to ensure that data moves quickly and securely across the world. The proposed divestiture to Viavi, an established and innovative test and measurement company, ensures that American consumers and businesses will continue to benefit from competition that promotes innovation, and which allows American companies to maintain global leadership,” said Assistant Attorney General Abigail Slater of the Antitrust Division. “This consent decree proceeding secures enforceable commitments from the merging parties, provides transparency into the Antitrust Division’s efforts to resolve merger investigations, and gives the public an opportunity to comment as provided by statute.”

According to the complaint, Keysight and Spirent dominate the markets in the United States for high-speed ethernet testing, network security testing, and RF channel emulators. High-tech companies – including chipset manufacturers, cloud computing providers, mobile network operators, government labs, and large enterprises – rely on the Defendants’ products to validate that their networks and network equipment are functional, secure, and integrating the latest technology. The parties together account for 85% of the market for high-speed ethernet testing, more than 60% of the market for network security testing, and more than 50% of the market for RF channel emulators. Keysight and Spirent are each other’s closest competitors in these markets and compete head-to-head to develop and sell this crucial test equipment. Without the proposed divestiture, Keysight’s acquisition of Spirent would likely result in higher prices, lower quality, and reduced innovation to the detriment of customers and American consumers.

The proposed settlement requires Keysight to divest Spirent’s high-speed ethernet testing, network security testing, and RF channel emulation businesses to Viavi, including all tangible and intangible assets necessary to produce and sell these products. Together, these three business lines account for about 40% of Spirent’s total revenues. Viavi is expected to hire certain key Spirent employees that today support the divested business lines.

Keysight is an American company incorporated in Delaware with its principal office in Santa Rosa, California. Keysight offers design, emulation, and test solutions across a range of industries, including commercial communications; aerospace, defense, and government; and electronic industrial. In 2024, Keysight had global revenue of approximately $4.97 billion.   

Spirent is a global company incorporated in the United Kingdom with its principal office in Crawley, England. Spirent offers automated test and assurance solutions for networks, cybersecurity, and satellite positioning. In 2024, Spirent had global revenue of approximately $460.2 million.