Agilent Technologies Announces $2 Billion Share-Repurchase Program; Company Also Declares Dividend of Verigy Ltd. Ordinary Shares.SANTA CLARA Santa Clara, city, Cuba Santa Clara (sän`tä klä`rä), city (1994 est. pop. 217,000), capital of Villa Clara prov., central Cuba. , Calif. -- Agilent Technologies This article needs sources or references that appear in reliable, third-party publications. Alone, primary sources and sources affiliated with the subject of this article are not sufficient for an accurate encyclopedia article. Inc. (NYSE NYSE See: New York Stock Exchange :A) today announced that its Board of Directors has approved a share-repurchase program of up to $2 billion of its common stock over the next two years, bringing Agilent's total share repurchase Share Repurchase A program by which a company buys back its own shares from the marketplace, reducing the number of outstanding shares. This is usually an indication that the company's management thinks the shares are undervalued. commitment to $6.466 billion. In June, the company announced that it had completed its initial $4.466 billion share-repurchase program. The Board also approved the distribution by dividend to its stockholders of the 50 million ordinary shares of Verigy Ltd. that it owns. The shares represent all of the Verigy shares that Agilent owns and an approximately 85-percent ownership stake in Verigy. Agilent expects the distribution to occur on Oct. 31. "Today's announcement regarding our share-repurchase program underscores our financial strength and ability to deploy cash to increase shareholder value," said Bill Sullivan, Agilent president and chief executive officer. "The upcoming Verigy distribution marks the completion of Agilent's transformation into the world's premier measurement company. We've created two solid companies with strong business models, poised to take advantage of market opportunities and increase shareholder value." Agilent anticipates the share-repurchase program will be implemented using a variety of methods, which may include open-market purchases open-market purchase The buying of stocks and bonds in the securities markets. For example, in order to satisfy the sinking fund requirement of a bond indenture, the issuer may call securities from investors or make open-market purchases. , block trades, self tender, accelerated share-repurchase transactions or otherwise, or by any combination of such methods. The number of shares to be repurchased and the timing of any repurchases will depend on factors such as the stock price, economic and market conditions, and corporate and regulatory requirements Regulatory requirements are part of the process of drug discovery and drug development. Regulatory requirements describe what is necessary for a new drug to be approved for marketing in any particular country. . The stock-repurchase program may be suspended or discontinued at any time. Distribution of Verigy Shares The distribution will take place in the form of a pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share. In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them. stock dividend to Agilent's stockholders of record at the close of business (5 p.m. Eastern Time) on Oct. 16, 2006. Agilent has approximately 409 million shares outstanding; accordingly, Agilent stockholders will receive approximately 0.12 of a share of Verigy for every one share of Agilent common stock held as of the record date. The final distribution ratio will be set on the record date and will be calculated by dividing the number of Verigy shares to be distributed by the number of Agilent shares outstanding as of the record date. Fractional shares Fractional share Stocks amounting to less than one full share, usually resulting from splits, acquisitions, exchanges, or dividend reinvestment programs. fractional share Less than one share of stock, that is, one-third or one-half a share. of Verigy will not be distributed but will be aggregated and sold in the public market. The net cash proceeds of these sales will be distributed on a pro rata basis to the stockholders who would have otherwise received fractional shares. Information Regarding Spin-Off The situation that arises when a parent corporation organizes a subsidiary corporation, to which it transfers a portion of its assets in exchange for all of the subsidiary's capital stock, which is subsequently transferred to the parent corporation's shareholders. Transaction Agilent stockholders need not take any action, make any payment or surrender any existing shares of Agilent common stock to participate in the distribution. The dividend distribution of Verigy shares will not affect the number of Agilent common shares outstanding or the number of Verigy ordinary shares outstanding. The number of Agilent shares owned by each stockholder will also be unaffected by the distribution. Agilent stockholders 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 Brokerage Account An arrangement between an investor and a licensed brokerage firm that allows the investor to deposit funds with the firm and place investment orders through the brokerage, which then carries out the transactions on the investor's behalf. will be credited with the Verigy shares. Agilent plans to send an information statement regarding this transaction to its stockholders shortly after the record date of Oct. 16. The information statement, which will include details about the distribution, will also be posted on the Agilent investor Web site at www.investor.agilent.com. Trading Market Information for Agilent and Verigy Stockholders who sell their shares of Agilent common stock in the "regular-way" market (i.e., the normal trading market on the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. under the symbol "A") after the record date and on or before the distribution date of Oct. 31 will be selling their right to receive shares of Verigy in connection with the distribution, and, therefore, will not receive shares of Verigy in connection with the distribution. Agilent anticipates that a "when-issued" market (i.e., trading in Agilent's shares without the right to receive Verigy ordinary shares under the symbol "A wd") will develop prior to the record date. Investors are encouraged to consult with their financial and tax advisors A tax advisor is a financial expert especially trained in tax law. Some countries require tax advisors to verify the balance sheets of companies above a certain size. Individuals usually require tax advisors to minimize taxation, to avoid learning the details of tax law in regarding the specific implications of any potential transactions in Agilent or Verigy shares between the record date and distribution date. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. This news release contains forward-looking statements as defined in the Securities Exchange Act of 1934 and is subject to the safe harbors Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. created therein. The forward-looking statements contained herein include, but are not limited to, Agilent's planned share repurchase program, the planned distribution of Verigy ordinary shares to holders of Agilent common stock, the expected distribution ratio, the timing of the distribution, the record date for determining the persons entitled to the distribution, and the expected trading markets for Agilent and Verigy shares between the record and distribution dates. 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 and Verigy's management and on currently available information. Neither Agilent nor Verigy undertakes 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 Corporate Citizenship The extent to which businesses are socially responsible in meeting legal, ethical and economic responsibilities placed on them by shareholders. The aim it to create higher standards of living and quality of life in the community in which it operates, while and executive news is available on the Agilent news site at www.agilent.com/go/news. |
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