4 June 2025

Linklaters Secures Landmark DOJ Consent Decree for Spirent Communications in $1.5 Billion Takeover by Keysight Technologies

Linklaters successfully represented Spirent Communications plc, a global leader in automated telecommunications test and assurance solutions, in securing the first merger-related consent decree issued by the US Department of Justice (“DOJ”) Antitrust Division since 2021. This landmark agreement is also the DOJ’s first consent decree in the telecommunications sector since 2020 and the first issued during President Trump’s second term.

This precedent-setting agreement arose from our role advising Spirent Communications on its recommended $1.5 billion voluntary takeover by Keysight Technologies Inc. Under the settlement negotiated with DOJ, Viavi Solutions Inc. will acquire Spirent’s high-speed ethernet, network security and channel emulation business lines from Keysight for a base cash consideration of $410 million, along with an additional $15 million contingent cash payment at closing.

The deal has also cleared a key hurdle with regulatory approval secured from the UK’s Competition and Markets Authority (“CMA”). Closing of the transaction remains contingent on securing all necessary regulatory clearances worldwide.

Shifting DOJ Enforcement Strategy

This consent decree underscores a significant shift in the DOJ’s antitrust enforcement approach under Assistant Attorney General Abigail Slater. In recent years, the DOJ has relied on fix-it-first proposals, where merging parties voluntarily modify the transaction upfront to preemptively address potential antitrust concerns. In contrast, consent decrees are negotiated with the DOJ after the Antitrust Division has investigated a proposed transaction and is prepared to challenge it in court.

Our Team's Global Role

The transaction demonstrates Linklaters’ significant global reach and deep expertise in navigating complex merger control and antitrust issues. The practice team advising Spirent Communication in the US was led by Antitrust & Foreign Investment partner Antonia Sherman and counsel Ben Bauer, alongside senior associate Ashley Latham and associates Alexis Gonzalez, Anna Gooding, Joseph Nasca, Ray Hou, Alexandria Johnson and Zita Petrahai.

Global regulatory reviews were handled by a multi-jurisdictional Linklaters team led by Antitrust & Foreign Investment partners Neil Hoolihan (London/Brussels), Verity Egerton-Doyle (London), Arthur Peng and Fay Zhou (Beijing). They were supported by managing associates Jakob Sesok (London) and Bowen Wang (Beijing), along with associates Liana Sandulescu and Alexandra Zachmann (London) and Ziyang Ren (Beijing). Trainee solicitors Anisa Uddin and Niara Lee (London) also made valuable contributions.

Proven Expertise in High-Profile Global Deals This case builds on Linklaters’ proven track record of securing regulatory approvals for the most complex cross-border transactions.Recent mandates include:

  • Novo Holdings: Advising on merger control, foreign investment and foreign subsidies aspects of its proposed $16.5 billion acquisition of Catalent, a global contract development and manufacturing organization.
  • Rio Tinto: Assisting with its agreed $6.7 billion all-cash acquisition of Arcadium Lithium, a leading global lithium chemicals producer.
  • Volkswagen AG: Advising on its $5 billion investment and 50-50 joint venture with Rivian, a US electric vehicle manufacturer.