XXIA Ixia

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant o

Check the appropriate box:

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March 13, 2017

Dear Shareholder:

You are invited to attend a special meeting of shareholders of common stock of Ixia, a California corporation (“Ixia,” the “Company,” “we,” “us,” or “our”), to be held on April 12, 2017, at 9:00 a.m., local time, at the Sheraton Agoura Hills Hotel, located at 30100 Agoura Road, Agoura Hills, California 91301.

At the special meeting, you will be asked to consider and vote on (1) a proposal to approve the Agreement and Plan of Merger, dated as of January 30, 2017, as may be amended from time to time (the “merger agreement”), by and among Ixia, Keysight Technologies, Inc., a Delaware corporation (“Keysight”), and, by a joinder dated February 2, 2017, Keysight Acquisition, Inc., a California corporation and a wholly owned subsidiary of Keysight (“Merger Sub”), pursuant to which Merger Sub will be merged with and into Ixia, with Ixia surviving the merger (the “merger”) as a wholly owned subsidiary of Keysight, as well as the principal terms of the merger, (2) a proposal to approve the adjournment of the special meeting if necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the foregoing proposal, and (3) a proposal to approve, on a non-binding, advisory basis, certain compensation that will be paid or may become payable to the Company’s named executive officers in connection with the merger.

If the merger agreement and the principal terms of the merger are approved and the merger is completed, Ixia will become a wholly owned subsidiary of Keysight and, at the effective time of the merger (the “effective time”), each share of Ixia common stock (“Ixia common stock”) issued and outstanding immediately prior to the effective time (other than dissenting shares and shares owned by Keysight or Merger Sub, or by any subsidiary of Keysight, Merger Sub, or Ixia (except to the extent held by any such person on behalf of a third party)) will be cancelled and converted into the right to receive the merger consideration of $19.65 per share in cash, without interest and less any applicable withholding taxes required by law.

The board of directors of the Company (the “Ixia board”) has unanimously determined that the merger agreement, the merger, and the other transactions contemplated by the merger agreement are advisable, fair to, and in the best interests of, Ixia and its shareholders and has unanimously approved the merger agreement, the merger, and the other transactions contemplated by the merger agreement. The Ixia board unanimously recommends that the shareholders of the Company vote (1) “ FOR ” the proposal to approve the merger agreement and the principal terms of the merger, (2) “ FOR ” the proposal to approve the adjournment of the special meeting if necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to approve the merger agreement and the principal terms of the merger, and (3) “ FOR ” the proposal to approve, on a non-binding, advisory basis, certain compensation that will be paid or may become payable to the named executive officers of the Company in connection with the merger.

The accompanying proxy statement describes the merger agreement, the merger, and the compensation that will be paid or may become payable to the named executive officers of Ixia in connection with the merger and provides specific information concerning the special meeting and the parties involved. A copy of the merger agreement is attached as Annex A to the proxy statement. We urge you to read the entire proxy statement carefully, including its annexes, as it sets forth the details of the merger agreement and other important information related to the merger. In addition, you may obtain information about us from documents we file with the Securities and Exchange Commission (the “SEC”) from time to time. See “ Where You Can Find More Information ” on page 85 of the accompanying proxy statement.

Your vote is very important. The merger cannot be completed unless holders of a majority of the outstanding shares of Ixia common stock entitled to vote at the special meeting vote in favor of the proposal to approve the merger agreement and the principal terms of the merger. A failure to vote your shares of Ixia common stock on the proposal to approve the merger agreement and the principal terms of the merger will have the same effect as a vote “AGAINST” such proposal.

If you have any questions or need assistance in voting your shares, please contact our proxy solicitor, D.F. King & Co., Inc., toll-free at (877) 674-6273 or via email at ixia@dfking.com.

Sincerely,

Bethany Mayer
President and Chief Executive Officer

Neither the SEC nor any state securities regulatory agency has approved or disapproved the merger or the merger agreement, passed upon the merits or fairness of the merger, or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated March 13, 2017 and is first being mailed to shareholders on or about March 15, 2017.

IXIA

TABLE OF CONTENTS

SUMMARY TERM SHEET

This summary term sheet, together with the following section of this proxy statement entitled “Questions and Answers About the Merger and the Special Meeting,” highlights selected information from this proxy statement and may not contain all of the information that is important to you as a shareholder of Ixia or that you should consider before voting on the Merger Proposal. To better understand the merger, you should read carefully this entire proxy statement and all of its annexes, including the merger agreement, which is attached as Annex A, before voting on the Merger Proposal. Each item in this summary includes a page reference directing you to a more complete description of that item. In this proxy statement, the terms “Ixia,” “Company,” “we,” “our,” “ours,” and “us” refer to Ixia. We refer to Keysight Technologies, Inc. as “Keysight” and Keysight Acquisition, Inc. as “Merger Sub.”

The Parties (page 19 )

Ixia

Ixia provides testing, visibility, and security solutions, strengthening applications across physical and virtual networks for enterprises, service providers, and network equipment manufacturers. Ixia common stock, without par value (the “Ixia common stock”), is publicly traded on the Nasdaq Global Select Market (“NASDAQ”) under the symbol “XXIA.” Ixia’s principal executive offices are located at 26601 West Agoura Road, Calabasas, California 91302, telephone number (818) 871-1800.

For additional information about Ixia and its business, see “ Where You Can Find More Information ” on page 85 of this proxy statement.

Keysight Technologies, Inc.

Keysight is a measurement company providing electronic design and test solutions to communications and electronics industries. Keysight provides electronic design and test instruments and systems and related software, software design tools, and related services that are used in the design, development, manufacture, installation, deployment, and operation of electronics equipment. Keysight’s common stock is traded on the New York Stock Exchange under the symbol “KEYS.” Keysight’s principal executive offices are located at 1400 Fountaingrove Parkway, Santa Rosa, California 95403, telephone number (800) 829-4444.

For additional information about Keysight and its business, see the documents that Keysight files from time to time with the U.S. Securities and Exchange Commission (the “SEC”).

Keysight Acquisition, Inc.

Merger Sub, a California corporation and a wholly owned subsidiary of Keysight, was organized on February 1, 2017, solely for the purpose of becoming a party to the merger agreement with Ixia and Keysight and completing the merger with Ixia, and has not conducted any business operations other than those incident to its formation and the transactions contemplated by the merger agreement. Subsequent to signing the merger agreement, on February 2, 2017, Merger Sub, Keysight, and Ixia entered into a joinder, pursuant to which Merger Sub agreed to be bound by the merger agreement and will be the Keysight subsidiary which will merge with and into Ixia. If the merger is completed, Merger Sub will cease to exist by operation of law following its merger with and into Ixia.

The Merger (page 28 )

Ixia entered into the Agreement and Plan of Merger, dated as of January 30, 2017, as may be amended from time to time (the “merger agreement”), by and among Ixia, Keysight Technologies, Inc., a Delaware corporation, and, by a joinder dated February 2, 2017, Keysight Acquisition, Inc., a California corporation and a wholly owned subsidiary of Keysight. Pursuant to the merger agreement, subject to the approval of the merger agreement and the principal terms of the merger by our shareholders and the satisfaction of other conditions to the completion of the merger specified in the merger agreement, Merger Sub will be merged with and into Ixia, with Ixia continuing as the surviving corporation and a wholly owned subsidiary of Keysight (the “merger”). We encourage you to carefully read the merger agreement in its entirety, which is the principal document governing the merger. The merger agreement is attached to this proxy statement as Annex A.

Upon the completion of the merger, each share of Ixia common stock outstanding immediately prior to the effective time of the merger (the “effective time”) (other than shares held by holders who have properly perfected their dissenters’ rights under Chapter 13 of the General Corporation Law of the State of California (the “CGCL”), a copy of which is attached to this proxy statement as Annex D (the “dissenting shares”), and shares owned by Keysight or Merger Sub, or by any subsidiary of Keysight, Merger Sub, or Ixia), will be automatically cancelled and converted into the right to receive the merger consideration of $19.65 per share (the “merger consideration”) payable in cash, without interest and less any applicable withholding taxes required by law.

Treatment of Ixia Equity Awards (page 63 )

Stock Options. Each stock option to purchase shares of Ixia common stock issued under the Second Amended and Restated Ixia 2008 Equity Incentive Plan (each, an “Ixia stock option”), whether vested or unvested, that is outstanding immediately prior to the effective time will, at the effective time, automatically become fully vested (to the extent not then vested) and be cancelled in consideration for the right to receive, following the effective time, a cash payment equal to the product of (a) the total number of shares of Ixia common stock subject to such cancelled Ixia stock option immediately prior to the effective time and (b) the excess, if any, of (1) the merger consideration of $19.65 per share over (2) the exercise price per share of such cancelled Ixia stock option, without interest and as reduced by the amount of any tax withholding required by law (collectively, the “option payments”). Each Ixia stock option with respect to which, immediately prior to the effective time, the exercise price per share subject thereto is equal to or greater than $19.65 will be cancelled at the effective time in exchange for no consideration.

Restricted Stock Unit Awards . At the effective time, each Ixia restricted stock unit award granted pursuant to the Second Amended and Restated Ixia 2008 Equity Incentive Plan, whether vested or unvested, that is outstanding immediately prior to the effective time (each, an “Ixia RSU”) will automatically become fully vested and be cancelled in consideration for the right to receive, following the effective time, a cash payment equal to the product of (a) the total number of shares of Ixia common stock subject to such Ixia RSU immediately prior to the effective time and (b) the merger consideration of $19.65 per share, without interest and as reduced by the amount of any tax withholding required by law (collectively, including payments described in the next sentence, the “RSU payments”). If, immediately prior to the effective time, an Ixia RSU remains subject to a performance-based vesting condition (each, an “Ixia PRSU”), such Ixia PRSU will, at such time and in accordance with the terms thereof, become earned at the target performance level, and such Ixia PRSU will, at the effective time, become fully vested and be cancelled in consideration for the right to receive, following the effective time, a cash payment with respect thereto that is the same as the cash payment described in the preceding sentence for other Ixia RSUs that are cancelled at the effective time.

Ixia, as the surviving corporation in the merger, will cause the option payments and the RSU payments to be paid, less any required tax withholdings, as promptly as practicable following the effective time (and not later than the first regularly scheduled payroll date on or after the fifth business day after the effective time) through its payroll systems.

Treatment of Ixia Employee Stock Purchase Plan (page 63 )

Commencing on January 30, 2017, Ixia’s 2010 Employee Stock Purchase Plan, as amended (the “Ixia ESPP”), ceased to accept any new participants, and no participant in the Ixia ESPP is permitted to alter his or her contributions after such date (other than to discontinue participation in the Ixia ESPP). No new offering periods may be commenced under the Ixia ESPP after January 30, 2017, and any offering periods in effect as of January 30, 2017 will be terminated effective as of (a) the last day of the current purchase period or (b) if earlier, prior to the effective time, and all amounts then credited to the accounts of participants will be used to purchase shares of Ixia common stock in accordance with the terms of the Ixia ESPP. All accumulated contributions of each participant as of the termination of the Ixia ESPP that are not used to purchase shares of Ixia common stock pursuant to the Ixia ESPP will be returned to the participants, without interest. The Ixia ESPP will be terminated as of the effective time.

The Ixia Special Meeting (page 20 )

The special meeting of Ixia shareholders will be held on April 12, 2017 at 9:00 a.m., local time (the “special meeting”). At the special meeting, Ixia shareholders will be asked to vote on (a) the proposal to approve the merger agreement and the transactions contemplated by the merger agreement, including the

principal terms of the merger, (b) the proposal for the adjournment of the special meeting if necessary or appropriate to solicit additional proxies in the event that there are not sufficient votes in favor of approval of the merger agreement and the principal terms of the merger at the time of the special meeting, (c) the non-binding, advisory proposal on certain compensation to be paid to our named executive officers or may become payable in connection with the merger, and (d) any other business as may properly come before the special meeting and any adjournment(s) or postponement(s) thereof.

Shareholders Entitled to Vote; Record Date (page 20 )

Only holders of shares of Ixia common stock as of March 13, 2017, the record date for the determination of shareholders entitled to notice of and to vote at the special meeting (the “record date”), may vote at the special meeting. For each share of Ixia common stock that you owned on the record date, you are entitled to cast one vote on each matter to be voted upon at the special meeting. On the record date, there were 83,201,627 shares of Ixia common stock entitled to vote at the special meeting, held by approximately 13 shareholders of record.

Quorum and Vote Required (page 20 )

A quorum of shareholders is necessary to hold the special meeting. The required quorum for the transaction of business at the special meeting will exist when the holders of a majority of the outstanding shares of Ixia common stock entitled to vote at the special meeting are present in person or represented by proxy. If a quorum is not present at the special meeting, we expect that the special meeting will be adjourned to solicit additional proxies. Abstentions and “broker non-votes” count as present for establishing a quorum.

Approval of the merger agreement, a copy of which is attached as Annex A to this document, and the principal terms of the merger (the “Merger Proposal”) requires the affirmative vote of the holders of a majority of the outstanding shares of Ixia common stock as of the record date. Failure to vote, by proxy or in person, will have the same effect as a vote “AGAINST” the Merger Proposal. The adjournment of the special meeting if necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Proposal (the “Adjournment Proposal”) will be approved if a majority of the shares of Ixia common stock, present in person or represented by proxy and voting on the subject matter, vote in favor of the proposal, whether or not a quorum is present. Certain compensation that will be paid or may become payable to our named executive officers in connection with the merger (the “Golden Parachute Compensation Proposal”) will be approved if a majority of the shares of Ixia common stock, present in person or represented by proxy and voting on the proposal, vote in favor of the proposal, provided such shares voting affirmatively also constitute at least a majority of the required quorum for the meeting.

Shares Owned by Our Directors and Executive Officers (page 21 )

As of March 13, 2017, the record date, our directors and executive officers were entitled to vote approximately 18,592,392 shares of Ixia common stock, or approximately 22.3% of the total number of shares of Ixia common stock outstanding on that date. These numbers do not give effect to outstanding Ixia stock options or Ixia RSUs, which do not represent shares entitled to vote at the special meeting. In connection with the execution of the merger agreement, the Company and Keysight have entered into a Voting and Support Agreement, dated as of January 30, 2017 (each, a “support agreement”), with each of (i) Laurent Asscher, a director, and (ii) Errol Ginsberg, the Chairman of the Ixia board of directors (the “Ixia board”) and Chief Innovation Officer, and related entities for whom they have shared voting power over shares of Ixia common stock owned by such entities, obligating them to vote all of their and such entities’ shares of Ixia common stock in favor of the Merger Proposal and any other proposals necessary to consummate the merger. For additional information regarding the support agreements, see “ The Voting and Support Agreements” beginning on page 78 of this proxy statement.

We currently expect that each of our directors and executive officers will vote their shares in favor of the proposals to be presented at the special meeting.

Market Price (page 80 )

Shares of Ixia common stock are listed on NASDAQ under the symbol “XXIA.” On January 27, 2017, the last trading date prior to the public announcement of the Company’s entry into the merger agreement, Ixia common stock closed at $18.20 per share. On March 10, 2017, the most recent practicable date prior to the date of this proxy statement, the closing price per share of Ixia common stock was $19.55.

We have never declared or paid cash dividends on Ixia common stock, and we do not have any present intention to commence payment of any cash dividends. Pursuant to the terms of the merger agreement, no dividends may be paid by us without the prior written consent of Keysight.

Recommendation of the Ixia Board; Reasons for the Merger (page 37 )

The Ixia board unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the Adjournment Proposal, and “FOR” the Golden Parachute Compensation Proposal.

The Ixia board’s reasons for approving the merger agreement, the merger, and the other transactions contemplated by the merger agreement; certain factors the Ixia board considered in its deliberations in approving merger agreement, the merger, and the other transactions contemplated by the merger agreement; and the Ixia board’s recommendation to our shareholders are discussed in “ The Merger—Recommendation of the Ixia Board; Reasons for the Merger ” beginning on page 37 of this proxy statement.

Interests of Our Directors and Executive Officers in the Merger (page 49 )

In considering the recommendation of the Ixia board that the shareholders vote to approve the merger agreement and the principal terms of the merger, shareholders should be aware that our directors and executive officers have interests in the merger that are different from, or in addition to, the interests of our shareholders generally. Interests of the directors and executive officers are or may be different from or in addition to the interests of the shareholders for the following reasons, among others: potential employment of our executive officers following the merger with Keysight, with the surviving corporation, or with one of their respective affiliates; the treatment pursuant to the merger agreement of outstanding Ixia stock options and Ixia RSUs held by them; potential change in control severance compensation and benefits payable to them under our officer severance plans; and their rights under the merger agreement to ongoing indemnification and insurance coverage. The members of the Ixia board were aware of such different or additional interests and considered those interests, among other matters, in negotiating, evaluating, and approving the merger and the merger agreement, and in recommending to the shareholders that the merger agreement and the principal terms of the merger be approved. These interests are discussed in more detail in “ The Merger—Interests of Our Directors and Executive Officers in the Merger ” beginning on page 49 of this proxy statement.

Opinion of Ixia’s Financial Advisor (page 40 and Annex C)

At a January 29, 2017 meeting of the Ixia board, Deutsche Bank Securities Inc. (“Deutsche Bank”), financial advisor to Ixia, rendered its oral opinion to the Ixia board, confirmed by delivery of a written opinion dated January 30, 2017, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered, and limitations, qualifications, and conditions on the review undertaken in connection therewith, as described in Deutsche Bank’s opinion, the consideration of $19.65 in cash per share of Ixia common stock was fair, from a financial point of view, to the holders of Ixia common stock (other than Keysight and its affiliates).

The full text of Deutsche Bank’s written opinion, dated January 30, 2017, which sets forth the assumptions made, procedures followed, matters considered, and limitations, qualifications, and conditions on the review undertaken in connection with the opinion, is attached to this proxy statement as Annex C and is incorporated herein by reference. The summary of Deutsche Bank’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of the opinion. Deutsche Bank’s opinion was addressed to, and for the use and benefit of, the Ixia board in connection with and for the purpose of its evaluation of the merger. Deutsche Bank’s opinion does not constitute a recommendation as to how any holder of Ixia common stock should vote with respect to the merger or any related matter. Deutsche Bank’s opinion was limited solely to the fairness of the consideration of $19.65 in cash per share of Ixia common stock, from a financial point of view, to the holders of outstanding Ixia common stock (other than Keysight and its affiliates), and Deutsche Bank did not express any opinion as to the underlying decision by Ixia to engage in the merger or the relative merits of the merger as compared to any alternative transactions or business strategies.

Delisting and Deregistration of Shares of Ixia Common Stock (page 54 )

If the merger is completed, Ixia common stock will be delisted from NASDAQ and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we will no longer file periodic reports with the SEC.

Conditions to Completion of the Merger (page 74 )

The respective obligation of each party to complete the merger is subject to the satisfaction or waiver of the following conditions:

The obligations of Keysight and Merger Sub to complete the merger are further subject to the satisfaction or waiver by Keysight of the following conditions:

The obligation of Ixia to complete the merger is further subject to the satisfaction or waiver by Ixia of the following conditions:

Non-Solicitation; Acquisition Proposals; Change in Recommendation (page 68 )

Ixia is subject to customary restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide information to, and enter into discussions or negotiations with, third parties regarding alternative acquisition proposals. However, prior to the shareholder approval of the merger, the solicitation restrictions are subject to a customary “fiduciary-out” provision that allows Ixia to provide information to and participate in negotiations or discussions with third parties with respect to an alternative acquisition proposal that did not result from a breach by Ixia or its representatives of the non-solicitation obligations in the merger agreement, if the Ixia board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such alternative acquisition proposal constitutes or would reasonably be expected to lead to a superior proposal, subject to compliance with other terms of the merger agreement.

Prior to the approval of the merger by Ixia’s shareholders and subject to compliance with the relevant requirements under the merger agreement, the Ixia board may change its recommendation with respect to the merger in the event of, and Ixia may terminate the merger agreement (with payment of a termination fee of approximately $59.7 million to Keysight) in order to enter into a definitive agreement with respect to, an alternative acquisition proposal that did not result from a breach by Ixia or its representatives of the non-solicitation obligations in the merger agreement and that the Ixia board determines in good faith, after consultation with its financial advisor and outside legal counsel, constitutes a superior proposal (as described in more detail in “ The Merger Agreement ^__ Non-Solicitation ; Acquisition Proposals; Change in Recommendation ”), in each case, if the Ixia board determines in good faith, after consultation with its financial advisor and outside legal counsel, that the failure to do so would be inconsistent with the Ixia board’s fiduciary duties under applicable law. Prior to taking these actions, Ixia must provide Keysight with at least five business days’ prior written notice of such action and a five business day period in which to negotiate with Ixia, and will negotiate with Keysight in good faith, in order to amend the terms of the merger such that the acquisition proposal no longer constitutes a superior proposal.

In addition, prior to the approval of the merger by Ixia’s shareholders, the Ixia board may change its recommendation with respect to the merger for an intervening event (as defined under “ The Merger Agreement ^__ Non-Solicitation ; Acquisition Proposals; Change in Recommendation ”) unrelated to an acquisition proposal if it determines in good faith (after consultation with its financial advisor and outside counsel) that the failure to take such action would be inconsistent with the Ixia board’s fiduciary duties under applicable law, provided that the Ixia board gives Keysight at least five business days’ prior written notice of such action and a five business day period in which to negotiate with Ixia so as to avoid such recommendation change.

Termination of the Merger Agreement (page 75 )

The merger agreement may be terminated and the merger may be abandoned at any time prior to the effective time as follows:

agreement will have used its reasonable best efforts to remove such order or law, and (b) neither Keysight nor Ixia may terminate the merger agreement if its breach or failure to perform or comply with any obligation under the merger agreement resulted in or was a primary cause of the issuance of such order or law; or

Transaction Expenses; Termination Fees (page 76 )

Transaction Expenses

Each party will generally pay its own fees and expenses in connection with the merger. Keysight will pay all filing fees payable under the antitrust laws in connection with the merger.

Ixia Termination Fee

Ixia must pay Keysight a termination fee of approximately $59.7 million if:

Keysight Termination Fee

Keysight must pay Ixia a termination fee of $500 million in the event the merger agreement is terminated by Ixia if (a) all of the conditions to the obligations of Keysight and Merger Sub to complete the merger have been satisfied (other than those conditions that by their terms are to be satisfied by actions taken at the closing itself, each of which is capable of being satisfied at such time), (b) Ixia has delivered a written notice to Keysight certifying that all of the conditions to Ixia’s obligations to complete the merger have been satisfied (or would be satisfied if the closing were to occur on the date of such notice), and Ixia stands ready, willing, and able to complete the merger at such time, and (c) Keysight fails to complete the merger by the third business day after the later of delivery of such notice and the date on which the closing should have occurred under the terms of the merger agreement.

Limitation on Remedies

Upon termination of the merger agreement, Keysight’s and Ixia’s rights, if any, to receive the applicable termination fee described above will be the sole and exclusive remedy of Keysight, Merger Sub, and Ixia against the other parties for any loss suffered as a result of any breach of the merger agreement or the failure of the merger to be completed. Notwithstanding the foregoing, no party will be relieved from any liabilities or damages resulting from any fraud or willful breach (as defined in the merger agreement) committed by such party prior to such termination, except in the case of a termination of the merger agreement by Ixia entitling Ixia to receive the termination fee from Keysight described above.

Financing of the Merger (page 60 )

Consummation of the merger is not subject to Keysight’s ability to obtain financing. However, Keysight expects to obtain financing for a portion of the consideration for the merger.

Keysight expects to finance the merger and related fees and expenses with a combination of cash on hand, the issuance of new senior notes and/or equity securities, and borrowings under new or existing credit facilities. In the event that the sum of the proceeds of such new senior notes, equity securities, and the borrowings under new or existing credit facilities (limited to $170,000,000 in the case of revolving borrowings) is less than $1,684,000,000, the difference will be available under a bridge facility described below, subject to the satisfaction of customary closing conditions.

On January 30, 2017, Keysight entered into a commitment letter (the “bridge commitment letter”) with Goldman Sachs Bank USA (“Goldman Sachs Bank”), BNP Paribas, and BNP Paribas Securities Corp. pursuant to which Goldman Sachs Bank and BNP Paribas have each committed to provide, subject to the terms and conditions set forth in the bridge commitment letter, 50% of a 364-day $1,684,000,000 senior unsecured bridge facility (the “bridge facility” and the provision of such funds as set forth in the bridge commitment letter, the

“bridge financing”). The bridge facility is available to finance the merger and to pay related fees and expenses related thereto to the extent that Keysight does not finance such consideration and fees and expenses through the issuance of new senior notes, equity securities, and borrowings under new or existing credit facilities as described above. Goldman Sachs Bank’s and BNP Paribas’ commitment to provide the bridge financing is subject to certain customary closing conditions. Goldman Sachs Bank and BNP Paribas Securities Corp. are the joint lead arrangers and joint bookrunners for the bridge facility, and Goldman Sachs Bank will be the administrative agent thereof.

Material U.S. Federal Income Tax Consequences (page 54 )

The merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder (as defined in “ The Merger—Material U.S. Federal Income Tax Consequences ” beginning on page 54 of this proxy statement) whose shares of Ixia common stock are cancelled and converted into cash in the merger will recognize gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received with respect to such shares (determined before the deduction of any applicable withholding taxes) and the holder’s adjusted tax basis in such shares. A non-U.S. holder (as defined in “ The Merger—Material U.S. Federal Income Tax Consequences” beginning on page 54 of this proxy statement) whose shares of Ixia common stock are cancelled and converted into cash in the merger will generally not be required to recognize gain or loss for U.S. federal income tax purposes unless the non-U.S. holder has certain connections to the United States.

See “ The Merger—Material U.S. Federal Income Tax Consequences ” beginning on page 54 of this proxy statement for a more complete discussion of the U.S. federal income tax consequences of the merger. The tax consequences of the merger to you will depend on your particular tax situation. You should consult your tax advisor for a complete analysis of the U.S. federal, state, local, and/or foreign tax consequences of the merger to you.

Regulatory Matters (page 56 )

Under the HSR Act, and the rules and regulations promulgated thereunder by the U.S. Federal Trade Commission (the “FTC”), the merger cannot be consummated until, among other things, notifications have been given and certain information has been furnished to the FTC and the Antitrust Division of the U.S. Department of Justice (the “DOJ”), and all applicable waiting periods have expired or been terminated. Ixia and Keysight filed their respective notification and report forms pursuant to the HSR Act with the DOJ and the FTC on February 15, 2017, and each requested “early termination” of the waiting period. Early termination of the waiting period was granted on February 27, 2017.

A pre-merger filing and governmental approval under antitrust laws is also required in Germany, Israel, and Russia. The parties made the required pre-merger filings with the applicable governmental authorities in Germany and Israel.

Dissenters’ Rights (page 57 and Annex D)

Shareholders of Ixia common stock who vote their shares of Ixia common stock “ AGAINST ” the Merger Proposal and who properly demand the purchase of such shares in accordance with Chapter 13 of the CGCL will not have such shares converted into the right to receive consideration otherwise payable to holders of Ixia common stock at the effective time, but such shares will instead be converted into the right to receive such consideration as may be determined to be due pursuant to Chapter 13 of the CGCL.

Under Chapter 13 of the CGCL, holders of Ixia common stock must satisfy each of the following requirements to qualify such Ixia common stock as dissenting shares: (i) the Ixia common stock must have been outstanding on March 13, 2017, the record date for the special meeting; (ii) the Ixia common stock must have been voted “ AGAINST ” the Merger Proposal; (iii) the holder of such Ixia common stock must make a written demand that is received by us or our transfer agent no later than the date of the special meeting that we purchase such Ixia common stock at fair market value (as defined below); (iv) the holder of such shares of Ixia common stock must submit to Ixia or our transfer agent (A) if the shares are certificated securities, certificates representing such shares which the holder demands that Ixia purchase for endorsement or (B) if such shares are uncertificated securities, written notice of the number of shares which such holder demands that we purchase, all in accordance with Section 1302 of the CGCL; and (v) the holder of such shares of Ixia common stock must comply with all other requirements set forth in Chapter 13 of the CGCL.

A vote “ AGAINST ” the Merger Proposal does not in and of itself constitute a demand for dissenting shareholder rights under California law. Failure to comply strictly with all of the procedures set forth in Chapter 13 of the CGCL may result in the loss of a shareholder’s statutory dissenters’ rights. A copy of Chapter 13 of the CGCL is attached to this proxy statement as Annex D. See “ The Merger—Dissenters’ Rights ” beginning on page 57 of this proxy statement for additional information.

Litigation Related to the Merger (pag e 60 )

Two purported class action complaints relating to the merger have been filed in the United States District court for the Central District of California on behalf of putative classes of Ixia’s public shareholders. The first action was filed on February 23, 2017, and is captioned Witmer v. Ixia, et al., Case No. 2:17-cv-01483. The second action was filed on March 8, 2017, and is captioned Krishna v. Ixia, et al., Case No. 2:17-cv-01840. The actions name as defendants Ixia and its directors, as well as Keysight and Merger Sub. The actions assert similar claims relating to Ixia’s disclosures in connection with the merger. Both complaints allege, among other things, that Ixia omitted material information with respect to the proposed merger from the preliminary proxy statement that it filed with the SEC on February 15, 2017, in connection with the proposed merger and that, as a result, (i) Ixia and the members of the Ixia Board violated Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, and (ii) such directors, as well as Keysight and Merger Sub, violated Section 20(a) of the Exchange Act. Plaintiff in the Witmer action seeks an order enjoining the proposed merger or, if the merger is consummated, rescinding the merger or awarding rescissory damages; an order requiring that the directors disseminate a revised proxy statement; and an award of the plaintiff's costs of the action, including reasonable attorneys' and experts' fees. Plaintiff in the Krishna action seeks an order enjoining the proposed merger and awarding the plaintiff her costs of the action, including reasonable attorneys' and experts' fees.

We believe both complaints are without merit.

Additional Information (page 85 )

You can find more information about Ixia in the periodic reports and other information we file with the SEC. The information is available at the SEC’s public reference facilities and at the website maintained by the SEC at www.sec.gov. See “ Where You Can Find More Information ” on page 85 of this proxy statement.

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers briefly address some questions you may have regarding the special meeting and the proposed merger. These questions and answers may not address all questions that may be important to you as a shareholder of Ixia. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement , and the documents referred to in this proxy statement. We encourage you to read this proxy statement, including the annexes, in its entirety because it explains the proposed merger, the documents related to the merger, and other related matters.

In order to complete the merger, our shareholders must vote to approve the merger agreement and the principal terms of the merger. We will hold a special meeting of our shareholders to obtain this approval. The Ixia board is providing this proxy statement to give you information for use in determining how to vote on the proposals submitted to our shareholders at the special meeting. You should read this proxy statement and the annexes incorporated by reference herein carefully. The enclosed proxy card and voting instructions allow you, as a shareholder of Ixia, to have your shares voted at the special meeting without attending the special meeting. Your proxy is being solicited by the Ixia board.

Your vote is very important. If you do not vote or do not instruct your broker, bank, or nominee how to vote, it will have the same effect as voting “AGAINST” the approval of the merger agreement and the transactions contemplated under the merger agreement. We encourage you to submit your proxy as soon as possible.

Ixia Restricted Stock Unit Awards . At the effective time, each Ixia RSU will automatically become fully vested and be cancelled in consideration for the right to receive, following the effective time, a cash payment with respect thereto equal to the product of (a) the total number of shares of Ixia common stock

subject to such Ixia RSU immediately prior to the effective time and (b) the merger consideration of $19.65 per share, without interest and as reduced by the amount of any tax withholding required by law. If immediately prior to the effective time, an Ixia RSU remains subject to a performance-based vesting condition, such Ixia PRSU will, at such time and in accordance with the terms thereof, become earned at the target performance level, and such Ixia PRSU will, at the effective time, become fully vested and be cancelled in consideration for the right to receive, following the effective time, a cash payment with respect thereto that is the same as the cash payment described in the preceding sentence for other Ixia RSUs that are cancelled at the effective time.

Ixia, as the surviving corporation in the merger, will cause the option payments and the RSU payments to be paid, less any required tax withholdings, as promptly as practicable following the effective time (and not later than the first regularly scheduled payroll date on or after the fifth business day after the effective time) through its payroll systems.

On March 10, 2017, the most recent practicable date prior to the date of this proxy statement, the closing price per share of Ixia common stock was $19.55.

Ixia shareholder approval of the Merger Proposal is required for completion of the merger. Ixia shareholder approval of the Adjournment Proposal and the Golden Parachute Compensation Proposal is not required for completion of the merger. No other matters are intended to be brought before the special meeting by Ixia.

If you were a holder of record on the record date, you may vote in person at the special meeting, by completing, signing, dating, and returning the enclosed proxy card in the accompanying pre-addressed, postage paid envelope, or you may vote electronically via the Internet, or by telephone by following the instructions on the proxy card.

If, as a shareholder of record, you sign, date, and mail your proxy and do not indicate how you want to vote, your proxy will be voted “ FOR ” the Merger Proposal, “ FOR ” the Adjournment Proposal, and “ FOR ” the Golden Parachute Compensation Proposal.

If you hold your shares in “street name,” which means your shares are held of record by a broker, bank, or nominee, you must provide the record holder of your shares with instructions on how to vote your shares in accordance with the voting instructions provided by your broker, bank, or nominee. If you do not provide your broker, bank, or nominee with instructions on how to vote your shares, it will not be permitted to vote your shares. These are referred to generally as “broker non-votes.” A broker non-vote occurs when a nominee holding shares for a beneficial owner returns a valid proxy but does not vote on a particular proposal because the nominee has not received instructions from the beneficial owner of the shares. Also, please note that if your shares are held in “street name” and you wish to vote at the special meeting in person, you must bring to the special meeting a legal proxy from the record holder of the shares authorizing you to vote at the special meeting.

that such holder owned as of the record date. If you want to attend and vote your shares of Ixia common stock at the special meeting, and your shares are held in “street name” through your broker, bank, or other nominee, then you must bring to the special meeting a legal proxy from the record holder of the shares authorizing you to vote at the special meeting.

The shareholders’ vote regarding the Golden Parachute Compensation Proposal is an advisory vote and, therefore, is not binding on Ixia, the Ixia board or the Compensation Committee of the Ixia board (the “Compensation Committee”). Since compensation that will be paid or may become payable in connection with the merger is based on the rights of the named executive officers under the merger agreement and our officer severance plans, the outcome of this advisory vote will not affect the obligation to make these payments, and assuming the merger is approved, these payments may still be made even if the shareholders do not approve, by a non-binding, advisory vote, the Golden Parachute Compensation Proposal.

Both abstentions and broker non-votes are counted as present for purposes of determining the presence of a quorum, but broker non-votes are not counted as shares entitled to vote so will not be counted towards the tabulation of votes cast on proposals presented to shareholders.

If you fail to cast your vote or fail to give voting instructions to your broker, bank, or nominee, it will have the same effect as a vote against the Merger Proposal and will have no effect on the Adjournment Proposal. It will have the same effect as a vote against the Golden Parachute Compensation Proposal if the proposal receives the affirmative vote of a majority of the shares of Ixia common stock, present in person or represented by proxy and voting on the proposal, but such shares voting affirmatively do not also constitute at least a majority of the required quorum for the meeting.

Written notices of revocation and other communications with respect to the revocation of Ixia proxies should be addressed to:

Ixia
26601 West Agoura Road
Calabasas, California 91302
Attention: Matthew S. Alexander, Corporate Secretary

If your shares are held in “street name,” you may change your vote by submitting new voting instructions to your broker, bank, or other nominee. You must contact your broker, bank, or other nominee to find out how to do so. See above regarding how to vote in person if your shares are held in street name.

In order to ensure that all of your shares are voted at the special meeting, please complete, sign, date, and return each proxy card and voting instruction card that you receive.

You should read “ The Merger—Material U.S. Federal Income Tax Consequences ” beginning on page 54 of this proxy statement for a more complete discussion of the U.S. federal income tax consequences of the merger.

Because individual circumstances may differ, you should consult your tax advisor to determine the particular U.S. federal, state, local, and/or foreign tax consequences of the merger to you.

meeting, you will retain your right to vote at the special meeting, but will transfer the right to receive the merger consideration of $19.65 per share payable in cash, without interest, less any applicable withholding taxes. The merger consideration is payable only to those shareholders who hold their shares immediately prior to the effective time.

Toll-free: (877) 674-6273
Collect: (212) 269-5550
Email: ixia@dfking.com

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, the documents to which we refer you in this proxy statement, and information included in oral statements or other written statements made or that may be made by us or on our behalf may include predictions, estimates, and other information that may be considered “forward-looking statements” that do not directly or exclusively relate to historical facts, including, without limitation, statements relating to the completion of the merger. You can typically identify forward-looking statements by the use of forward-looking words, such as “may,” “should,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast,” and other words of similar import. Shareholders are cautioned that any forward-looking statements are not guarantees of future performance. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those anticipated as a result of various factors.

These risks and uncertainties include, but are not limited to, the factors and matters described in this proxy statement and the following factors: (1) the Company may be unable to obtain shareholder approval as required for the merger; (2) other conditions to the closing of the merger may not be satisfied; (3) the merger may involve unexpected costs, liabilities, or delays; (4) the business of the Company may suffer as a result of uncertainty surrounding the merger; (5) the outcome of any legal proceedings related to the merger; (6) the Company may be adversely affected by other economic, business, and/or competitive factors; (7) the occurrence of any event, change, or other circumstances that could give rise to the termination of the merger agreement and, in certain cases, the payment by us of a termination fee of approximately $59.7 million; (8) risks that the merger disrupts our current plans and operations, results in potential difficulties in employee retention, diverts management’s or employees’ attention from ongoing business operations; and (9) other risks to consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all. Additional factors that may affect the future results of the Company are set forth in filings the Company makes with the SEC from time to time, including its Annual Report on Form 10-K for the year ended December 31, 2016, which is available on the SEC’s website at www.sec.gov.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. Except as required by applicable law, Ixia undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date thereof.

THE PARTIES

Ixia

Ixia provides testing, visibility, and security solutions, strengthening applications across physical and virtual networks for enterprises, service providers, and network equipment manufacturers. Ixia offers companies trusted environments in which to develop, deploy, and operate. Ixia common stock is publicly traded on NASDAQ under the symbol “XXIA.” Ixia’s principal executive offices are located at 26601 West Agoura Road, Calabasas, California 91302, telephone number (818) 871-1800.

Keysight Technologies, Inc.

Keysight is a measurement company providing electronic design and test solutions to communications and electronics industries. Keysight provides electronic design and test instruments and systems and related software, software design tools, and related services that are used in the design, development, manufacture, installation, deployment, and operation of electronics equipment. Keysight’s common stock is traded on the New York Stock Exchange under the symbol “KEYS.” Keysight’s principal executive offices are located at 1400 Fountaingrove Parkway, Santa Rosa, California 95403, telephone number (800) 829-4444.

Keysight Acquisition, Inc.

Merger Sub, a California corporation and a wholly owned subsidiary of Keysight, was organized on February 1, 2017, solely for the purpose of becoming a party to the merger agreement with Ixia and Keysight and completing the merger with Ixia, and has not conducted any business operations other than those incident to its formation and the transactions contemplated by the merger agreement. Subsequent to signing the merger agreement, on February 2, 2017, Merger Sub, Keysight, and Ixia entered into a joinder, pursuant to which Merger Sub agreed to be bound by the merger agreement and will be the Keysight subsidiary which will merge with and into Ixia. If the merger is completed, Merger Sub will cease to exist by operation of law following its merger with and into Ixia.

THE IXIA SPECIAL MEETING

General

Your proxy is solicited on behalf of the Ixia board for use at our special meeting of shareholders to be held on April 12, 2017, at 9:00 a.m., local time, at the Sheraton Agoura Hills Hotel, located at 30100 Agoura Road, Agoura Hills, California 91301, or at any continuation, postponement, or adjournment thereof, for the purposes discussed in this proxy statement and in the accompanying Notice of Special Meeting and any other business as may properly come before the special meeting. Proxies are solicited to give all shareholders of record an opportunity to vote on matters properly presented at the special meeting.

Date, Time, and Place of the Special Meeting

We will hold the special meeting on April 12, 2017, at 9:00 a.m., local time, at the Sheraton Agoura Hills Hotel, located at 30100 Agoura Road, Agoura Hills, California 91301. On or about March 15, 2017, we commenced mailing this proxy statement and the enclosed form of proxy to our shareholders entitled to vote at our special meeting.

Purpose of the Special Meeting

At the special meeting, we are asking holders of record of Ixia common stock on March 13, 2017, to consider and vote on the following:

Recommendation of the Ixia Board

After careful consideration, the Ixia board has unanimously determined that the merger and the other transactions contemplated by the merger agreement are fair to and in the best interests of Ixia and its shareholders. After such consideration, the Ixia board approved and declared advisable the merger agreement, the merger, and the other transactions contemplated by the merger agreement in accordance with the requirements of the CGCL.

Subject to the terms and conditions of the merger agreement, the Ixia board unanimously recommends that Ixia’s shareholders vote “FOR” the Merger Proposal, “FOR” the Adjournment Proposal, and “FOR” the Golden Parachute Compensation Proposal. See “ The Merger—Recommendation of the Ixia Board; Reasons for the Merger ” beginning on page 37 of this proxy statement for additional information.

Shareholders Entitled to Vote; Record Date

You may vote at the special meeting if you were a record holder of shares of Ixia common stock at the close of business on March 13, 2017, the record date. For each share of Ixia common stock that you owned on the record date, you are entitled to cast one vote on each matter voted upon at the special meeting. As of the record date, there were 83,201,627 shares of Ixia common stock outstanding and entitled to vote.

Beneficial owners whose stock is held in street name will receive instructions for voting their shares from their broker, bank, or other nominee, rather than from our proxy card.

Quorum and Vote Required

A quorum of shareholders is necessary to hold the special meeting. The required quorum for the transaction of business at the special meeting will exist when the holders of a majority of the outstanding shares of Ixia common stock entitled to vote at the special meeting are represented either in person or by proxy. If a quorum is not present at the special meeting, we expect that the special meeting will be adjourned to solicit additional proxies. Abstentions and “broker non-votes,” discussed below, count as shares present for establishing a quorum.

A “broker non-vote” occurs when a nominee holding shares for a beneficial owner returns a valid proxy but does not vote on a particular proposal because the nominee does not have discretionary voting authority and has not received instructions from the beneficial owner of the shares. Brokers, banks, and other nominees will not have discretionary authority on the Merger Proposal, the Adjournment Proposal, or the Golden Parachute Compensation Proposal.

You may vote “ FOR ” or “ AGAINST ,” or you may “ ABSTAIN ” from voting on, the Merger Proposal. Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the total outstanding shares of Ixia common stock entitled to vote at the special meeting. Because the vote on the Merger Proposal is based on the total number of shares outstanding, rather than the number of actual votes cast, abstentions, and “broker non-votes” will have the same effect as voting against the approval of the Merger Proposal.

You may vote “ FOR ” or “ AGAINST ,” or you may “ ABSTAIN ” from voting on, the Adjournment Proposal. The Adjournment Proposal will be approved if a majority of the shares of Ixia common stock, present in person or represented by proxy and voting on the proposal, vote in favor of the proposal, whether or not a quorum is present. Broker non-votes do not count as shares that are entitled to vote so they will have no effect on the Adjournment Proposal although abstentions will have the same effect as a vote against that proposal.

You may vote “ FOR ” or “ AGAINST ,” or you may “ ABSTAIN ” from voting on, the Golden Parachute Compensation Proposal. The non-binding, advisory Golden Parachute Compensation Proposal will be approved if the holders of a majority of the shares of Ixia common stock, present in person or represented by proxy and voting on the proposal, vote in favor of the proposal, provided such shares voting in favor of the proposal also constitute at least a majority of the required quorum for the meeting. Broker non-votes do not count as shares that are entitled to vote so they will have no effect on whether the Golden Parachute Compensation Proposal is approved by a majority of the votes cast on the proposal. Broker non-votes and abstentions will, however, have the same effect as voting against the approval of the Golden Parachute Compensation Proposal if the proposal is approved by a majority of the shares present in person or represented by proxy and voting on the proposal, but the shares voting in favor of the proposal do not constitute at least a majority of the required quorum for the meeting.

Shares Owned by Our Directors and Executive Officers

As of March 13, 2017, the record date, our directors and executive officers were entitled to vote approximately 18,592,392 shares of Ixia common stock, or approximately 22.3% of the total number of shares of Ixia common stock outstanding on that date. These numbers do not give effect to outstanding Ixia stock options or Ixia RSUs, which do not represent shares entitled to vote at the special meeting. In connection with the execution of the merger agreement, the Company and Keysight have entered into a support agreement with each of (i) Laurent Asscher, a director, and (ii) Errol Ginsberg, the Chairman of the Ixia board and Chief Innovation Officer, and related entities for whom they have shared voting power over shares of Ixia common stock owned by such entities, obligating them to vote all of their and such entities’ shares of Ixia common stock in favor of the Merger Proposal and any other proposals necessary to consummate the merger. For additional information regarding the support agreements, see “ The Voting and Support Agreements” beginning on page 78 of this proxy statement.

We currently expect that each of our directors and executive officers will vote their shares in favor of the proposals to be presented at the special meeting.

Voting; Proxies

You may vote in person or by proxy at the special meeting.

Voting in Person

If you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the special meeting. Please note that admission to the special meeting is limited to Ixia’s shareholders or their representatives.

For holders of record of Ixia shares, upon your arrival at the meeting location, you will need to bring valid picture identification to be admitted to the meeting. If you are a shareholder who is an individual, you will need

to present government-issued identification showing your name and photograph (i.e., a driver’s license or passport), or, if you are representing an institutional investor, you will need to present government-issued photo identification and professional evidence showing your representative capacity for such entity. In each case, we will verify such documentation with our record date shareholder list. We reserve the right to limit the number of representatives who may attend the special meeting. Cameras and electronic recording devices will not be permitted at the special meeting.

Please note, however, that if your shares are held in “street name,” which means your shares are held of record by a broker, bank, or other nominee, and you wish to vote at the special meeting, in addition to providing identification as outlined for record holders above, you will need a legal proxy from your broker or a recent brokerage statement or letter from your broker reflecting your stock ownership as of the record date. Otherwise, you will not be permitted to attend the special meeting. If your shares are held in the name of a broker, you must obtain and bring to the special meeting a legal proxy issued in your name from the broker to be able to vote at the special meeting.

Voting by Proxy

If you do not wish to attend the special meeting, you may submit your proxy by completing, dating, signing, and returning the enclosed proxy card by mail or by granting a proxy by telephone or on the Internet. All shares of Ixia common stock represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in the manner specified by the shareholders giving those proxies. Properly executed proxies that do not contain voting instructions will be voted “ FOR ” the Merger Proposal, “ FOR ” the Adjournment Proposal, and “ FOR ” the Golden Parachute Compensation Proposal.

If your shares are held in “street name,” which means your shares are held of record by a broker, bank, or other nominee, you should instruct your broker, bank, or nominee how to vote your shares using the voting instruction form furnished by your broker, bank, or nominee.

Only shares of Ixia common stock affirmatively voted for the Merger Proposal, the Adjournment Proposal, and the Golden Parachute Compensation Proposal, and properly executed proxies that do not contain voting instructions, will be counted as votes “ FOR ” the proposals. Shares of Ixia common stock held by persons who attend the special meeting but abstain from voting in person or by proxy, and shares of Ixia common stock for which we received proxies directing an abstention, will have the same effect as votes “ AGAINST ” the Merger Proposal (except for purposes of exercising your dissenters’ rights, in which case you must, among other things, affirmatively vote “ AGAINST ” the Merger Proposal) and the Adjournment Proposal. Shares of Ixia common stock represented by proxies that reflect a “broker non-vote” will be counted for purposes of determining whether a quorum exists, and those shares will have the same effect as votes “ AGAINST ” the Merger Proposal but, because broker non-votes are not counted as shares entitled to vote, will have no effect on the Adjournment Proposal. Abstentions and broker non-votes will have the same effect as votes against the Golden Parachute Compensation Proposal if the proposal is approved by the affirmative vote of a majority of the shares of Ixia common stock, present in person or represented by proxy and voting on the proposal, but such shares voting in favor of the proposal do not also constitute at least a majority of the required quorum for the meeting.

How Proxies Are Voted

If you complete and submit your proxy card or voting instructions, the persons named as proxies will follow your instructions. If you are a shareholder of record and you submit a proxy card or voting instructions but do not direct how to vote on each item, the persons named as proxies will vote in favor of the Merger Proposal, the Adjournment Proposal, and the Golden Parachute Compensation Proposal.

Revocation of Proxy

If you are a shareholder of record, you may revoke your proxy, unless noted below, at any time before your proxy is voted at the special meeting by taking any of the following actions:

Written notices of revocation and other communications with respect to the revocation of Ixia proxies should be addressed to:

Ixia
26601 West Agoura Road
Calabasas, California 91302
Attention: Matthew S. Alexander, Corporate Secretary

If your shares are held in “street name,” you may change your vote by submitting new voting instructions to your broker, bank, or other nominee. You must contact your broker, bank, or other nominee to find out how to do so. See above regarding how to vote in person if your shares are held in street name.

Please refer to the instructions on your proxy or voting instruction card to determine the deadlines for voting over the Internet or by telephone. Please do not return your stock certificate(s) with your proxy card . When the merger is completed, a separate letter of transmittal will be mailed to you that will enable you to receive the merger consideration in exchange for your stock certificate(s).

If you vote by proxy, regardless of the method you choose to vote, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, as your proxies, will vote your shares of Ixia common stock in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of Ixia common stock should be voted for or against or to abstain from voting on all, some, or none of the specific items of business to come before the special meeting.

It is important that you vote your shares of Ixia common stock promptly. Whether or not you plan to attend the special meeting, please complete, date, sign, and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy by telephone or the Internet. If your shares are held in street name, please, as promptly as possible, provide the record holder of your shares with instructions on how to vote your shares in accordance with the voting instructions provided by your broker, bank, or nominee.

Solicitation of Proxies

The Ixia board is soliciting proxies for the special meeting from the Ixia shareholders. We will bear the entire cost of soliciting proxies from our shareholders. In addition to the solicitation of proxies by delivery of this proxy statement by mail, we will request that brokers, banks, and other nominees that hold shares of Ixia common stock, which are beneficially owned by our shareholders, send Notices of the Special Meeting, proxies, and proxy materials to those beneficial owners and secure those beneficial owners’ voting instructions. We will reimburse those record holders for their reasonable expenses. We have engaged D.F. King & Co., Inc. to assist in the solicitation of proxies and provide related advice and informational support for which we will pay a fee of $12,500 plus reimbursement of out-of-pocket expenses. We may also use several of our regular employees, who will not be specially compensated, to solicit proxies from our shareholders, either personally or by telephone, Internet, facsimile, or special delivery letter. In addition, Ixia and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Ixia’s shareholders in connection with the merger. The interests of Ixia’s directors and executive officers in connection with the merger is discussed in more detail in “ The Merger—Interests of Our Directors and Executive Officers in the Merger ” beginning on page 49 of this proxy statement.

Dissenters’ Rights

Any holder of shares of Ixia common stock as of the record date may, by complying with the provisions of Chapter 13 of the CGCL, require us to purchase such holder’s shares of Ixia common stock at their fair market value (as defined in “ The Merger—Dissenters’ Rights ” beginning on page 57 of this proxy statement) in lieu of

receiving the merger consideration for their shares. The fair market value of such shares will be determined as of the day of, and immediately prior to, the first announcement of the terms of the proposed merger (which occurred on the morning of January 30, 2017), excluding any appreciation or depreciation in consequence of the proposed merger.

Shareholders of Ixia common stock who vote their shares of Ixia common stock “ AGAINST ” the Merger Proposal and who properly demand the purchase of such shares in accordance with Chapter 13 of the CGCL will not have such shares converted into the right to receive consideration otherwise payable to holders of Ixia common stock at the effective time, but such shares will instead be converted into the right to receive such consideration as may be determined to be due pursuant to Chapter 13 of the CGCL.

Under Chapter 13 of the CGCL, the shares of Ixia common stock must satisfy each of the following requirements to qualify as dissenting shares: (i) such shares of Ixia common stock must have been outstanding on March 13, 2017, the record date for the special meeting; (ii) such shares of Ixia common stock must have been voted “ AGAINST ” the Merger Proposal; (iii) the holder of such shares of Ixia common stock must make a written demand that is received by us or our transfer agent no later than the date of the special meeting that we purchase such Ixia common stock at the fair market value; (iv) the holder of such shares of Ixia common stock must submit to Ixia or our transfer agent, (A) if the shares are certificated securities, the certificate(s) representing any shares which the holder demands that Ixia purchase for endorsement, or (B) if the shares are uncertificated securities, written notice of the number of shares which the holder demands that Ixia purchase, all in accordance with Section 1302 of the CGCL; and (v) the holder of such shares of Ixia common stock must comply with the other provisions of Chapter 13 of the CGCL.

A vote “ AGAINST ” the Merger Proposal does not in and of itself constitute a demand for dissenting shareholder rights under California law. Failure to comply strictly with all of the procedures set forth in Chapter 13 of the CGCL may result in the loss of a shareholder’s statutory dissenters’ rights. A copy of Chapter 13 of the CGCL is attached to this proxy statement as Annex D. Note that it is not sufficient to abstain from voting or for your shares to be subject to a broker non-vote if you wish to exercise your dissenters’ rights. See “ The Merger—Dissenters’ Rights ” beginning on page 57 of this proxy statement.

Adjournments or Postponements

Although it is not currently expected, the special meeting may be adjourned for the purpose of, among other things, soliciting additional proxies, by the vote of the holders of a majority of the shares of Ixia common stock represented in person or by proxy at the meeting, whether or not a quorum is present. Any signed proxies received by us for which no voting instructions are provided on such matter will be voted “ FOR ” the Adjournment Proposal.

Questions and Additional Information

If you have questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor, D.F. King & Co., Inc., at:

Toll-free: (877) 674-6273
Collect: (212) 269-5550
Email: ixia@dfking.com

THE MERGER

This discussion of the merger does not purport to be complete and is qualified in its entirety by reference to the merger agreement, which is attached to this proxy statement as Annex A and which is incorporated by reference into this proxy statement. You should read the entire merger agreement carefully as it is the primary legal document that governs the merger.

Overview

Ixia is seeking the approval by its shareholders of the merger agreement Ixia entered into as of January 30, 2017, as may be amended from time to time, with Keysight and, by a joinder dated February 2, 2017, Merger Sub. Pursuant to the merger agreement, subject to the approval of the merger agreement and the principal terms of the merger by our shareholders and the satisfaction of other conditions to the completion of the merger specified in the merger agreement, Merger Sub will be merged with and into Ixia, with Ixia surviving the merger as a wholly owned subsidiary of Keysight.

The Ixia board has unanimously approved the merger agreement, determined that the merger and the transactions contemplated by the merger agreement are advisable and fair to and in the best interests of Ixia’s shareholders, directed that the merger agreement be submitted to Ixia’s shareholders for approval at a duly held meeting and resolved to recommend that Ixia’s shareholders vote in favor of the Merger Proposal.

Upon consummation of the merger, each share of Ixia common stock issued and outstanding immediately prior to the effective time (other than dissenting shares and shares owned by Keysight or Merger Sub, or by any subsidiary of Keysight, Merger Sub, or Ixia (except to the extent held by any such person on behalf of a third party)) will be cancelled and converted into the right to receive the merger consideration of $19.65 per share in cash, without interest and less any applicable withholding taxes required by law.

The Companies

Ixia

Ixia provides testing, visibility, and security solutions, strengthening applications across physical and virtual networks for enterprises, service providers, and network equipment manufacturers. Ixia offers companies trusted environments in which to develop, deploy, and operate. Ixia common stock is publicly traded on NASDAQ under the symbol “XXIA.” Ixia’s principal executive offices are located at 26601 West Agoura Road, Calabasas, California 91302, telephone number (818) 871-1800.

For additional information about Ixia and its business, see “ Where You Can Find More Information ” on page 85 of this proxy statement.

Keysight Technologies, Inc.

Keysight is a measurement company providing electronic design and test solutions to communications and electronics industries. Keysight provides electronic design and test instruments and systems and related software, software design tools, and related services that are used in the design, development, manufacture, installation, deployment, and operation of electronics equipment. Keysight’s common stock is traded on the New York Stock Exchange under the symbol “KEYS.” Keysight’s principal executive offices are located at 1400 Fountaingrove Parkway, Santa Rosa, California 95403, telephone number (800) 829-4444.

For additional information about Keysight and its business, see the documents that Keysight files from time to time with the SEC.

Keysight Acquisitiion, Inc.

Merger Sub, a California corporation and a wholly owned subsidiary of Keysight, was organized on February 1, 2017, solely for the purpose of becoming a party to the merger agreement with Ixia and Keysight and completing the merger with Ixia, and has not conducted any business operations other than those incident to its formation and the transactions contemplated by the merger agreement. Subsequent to signing the merger agreement, on February 2, 2017, Merger Sub, Keysight, and Ixia entered into a joinder, pursuant to which Merger Sub agreed to be bound by the merger agreement and will be the Keysight subsidiary which will merge with and into Ixia. If the merger is completed, Merger Sub will cease to exist by operation of law following its merger with and into Ixia.

Merger Consideration

At the effective time, each share of Ixia common stock that is issued and outstanding immediately prior to the effective time (other than the excluded shares, which will be cancelled, and other than dissenting shares) will be converted into the right to receive the merger consideration of $19.65 per share in cash, without interest and less any applicable withholding taxes.

Each share of Merger Sub common stock that is issued and outstanding immediately prior to the effective time will be converted into one share of common stock of the surviving corporation, and such converted shares will thereafter constitute the only outstanding shares of capital stock of the surviving corporation.

Background of the Merger

The Ixia board and Ixia’s management regularly review Ixia’s operating and strategic plans, both near-term and long-term, including potential strategic opportunities available to Ixia. As part of this ongoing process, the Ixia board and management have periodically evaluated whether the continued execution of Ixia’s strategy and business plans as a standalone company or the sale of Ixia to, or a combination of Ixia with, a third party offers the best avenue to maximize shareholder value. In connection with such reviews, members of the Ixia board and management have met from time to time with various third parties who expressed an interest in engaging in a strategic transaction with Ixia, and the Ixia board and management have from time to time engaged third party advisors to assist in evaluating Ixia’s strategic alternatives. In addition, as part of the implementation of its plans, the Ixia board has regularly evaluated the possible acquisition of companies or product lines in order to enhance the scope and nature of Ixia’s product offerings and technology and add complementary businesses. Ixia completed four such acquisitions in the last five fiscal years.

On August 16, 2016, Bethany Mayer, the President and Chief Executive Officer of Ixia, received a phone call from Ron Nersesian, the President and Chief Executive Officer of Keysight, during which Mr. Nersesian expressed an interest in a strategic transaction with Ixia and requested an opportunity to conduct due diligence in order to make a proposal. Mr. Nersesian also inquired as to whether Ixia’s board might be interested in such a transaction. Ms. Mayer had previously met Mr. Nersesian at an investor conference in Las Vegas on September 16, 2015. Ms. Mayer advised Mr. Nersesian that she would consult with the Ixia board. Ms. Mayer and Matthew Alexander, the Senior Vice President, General Counsel, and Corporate Secretary of Ixia, notified the Ixia board by email the same day and called a special meeting of the Ixia board. Mr. Alexander also consulted with a representative of Ixia’s outside legal counsel, Bryan Cave LLP (“Bryan Cave”).

On August 17, 2016, the Ixia board held a telephonic meeting at which Ms. Mayer briefed the Ixia board on her discussion with Mr. Nersesian. The Ixia board discussed the appropriate response and strategy, and affirmed its desire to focus on Ixia’s current business plan and operating objectives as opposed to a sale transaction. The Ixia board then instructed Ms. Mayer to consult with legal counsel regarding an appropriate response to Keysight and to report back to the Ixia board after any further conversation with Mr. Nersesian.

On August 18, 2016, Ms. Mayer had a further telephone conversation with Mr. Nersesian in which Ms. Mayer indicated that Ixia was not seeking a sale at that time but was instead focused on pursuing its business and operating plans. She declined Keysight’s request to conduct due diligence at that time. Ms. Mayer indicated that the Ixia board would review any proposal that Keysight might put forward, but any proposal that provided only a customary premium over Ixia’s then-current stock price would not be acceptable to the Ixia board. Mr. Nersesian advised Ms. Mayer that Keysight would continue to work on preparing a proposal for an acquisition of Ixia, that the Keysight board of directors would be meeting in September, and that Keysight might make a proposal after that meeting.

On August 19, 2016, the Ixia board held a telephonic meeting. Ms. Mayer updated the Ixia board regarding her conversation with Mr. Nersesian. The Ixia board discussed strategy and process regarding the evaluation and response to any proposal that Keysight might make in the future. Mr. Alexander discussed with the Ixia board its fiduciary duties with regard to the evaluation of, and any response to, any offer that Keysight might make.

On September 13, 2016, Ms. Mayer briefly met Mr. Nersesian in person while both were attending a business conference in Las Vegas. At that time, Mr. Nersesian expressed continued interest on the part of Keysight in Ixia’s complementary products and technology and informed Ms. Mayer that Keysight intended to

make a proposal to acquire Ixia. Ms. Mayer indicated again that the Ixia board would not be amenable to a customary premium over Ixia’s then-current stock price. Mr. Nersesian also invited Ms. Mayer and Errol Ginsberg, Ixia’s Chairman and Chief Innovation Officer, to visit Keysight’s offices in Santa Rosa, California in the coming weeks.

On September 27, 2016, Ms. Mayer and Mr. Nersesian, in response to Mr. Nersesian’s request for a meeting, scheduled an in-person meeting to take place on September 29, 2016. On September 28, 2016, Ms. Mayer and Messrs. Ginsberg and Alexander met with representatives of Bryan Cave to, among other things, discuss and prepare for the scheduled meeting with Mr. Nersesian.

On September 29, 2016, Ms. Mayer and Mr. Ginsberg met with Mr. Nersesian and Jay Alexander, Keysight’s Senior Vice President and Chief Technology Officer, at Bryan Cave’s San Francisco office. During the meeting, Keysight submitted to Ixia a written, non-binding proposal for Keysight to acquire Ixia at a purchase price of $16.00 per share in cash, and the proposal indicated that Keysight could pay part of the consideration in Keysight stock if Ixia so preferred. Also on September 29, 2016, Matthew Alexander circulated a copy of the proposal to the Ixia board and to representatives of Bryan Cave.

On September 30, 2016, the Ixia board held a telephonic meeting at which the Ixia board discussed the previous day’s meeting, the written proposal received from Keysight at that meeting, the strategy and process for evaluating and responding to that proposal, the need to engage a financial advisor to assist in such evaluation, the process for potentially seeking other proposals, and related matters. Representatives from Bryan Cave attended a portion of the meeting and discussed with the Ixia board its fiduciary duties and responsibilities in connection with the proposal and possible next steps. The Ixia board determined to engage a financial advisor and agreed to solicit proposals and hear presentations from Deutsche Bank and Bank A. The Ixia board discussed whether to launch a full sale process, including a public announcement, or whether to conduct a more limited and confidential process to gauge potential market interest and evaluate the Keysight proposal. The Ixia board considered the significant risks to Ixia and to its prospects, competitive position, and operations that would arise from a public announcement of a sale process and that would likely arise if any such process were not kept confidential. The Ixia board balanced this risk against the potential benefits of an expansive auction process. The Ixia board also considered the fact that it had not determined that it would be in the best interests of Ixia shareholders to engage in a sale transaction at this time and therefore any public process would be premature. The Ixia board weighed these risks and potential benefits and concluded the Ixia board would seek further advice of counsel and the advice of financial advisors before making any decision.

From September 30, 2016 through October 3, 2016, Ixia communicated with representatives of Deutsche Bank and Bank A, requesting each of them to make a presentation to the Ixia board regarding a possible engagement to act as Ixia’s financial advisor to assist in evaluating the unsolicited proposal from Keysight and other strategic alternatives. On October 3, 2016, the Ixia board held a telephonic meeting, along with representatives from Bryan Cave, to receive and discuss information from each of Deutsche Bank and Bank A. Representatives of each of the banks discussed their preliminary views regarding the unsolicited proposal from Keysight and the process for evaluating the proposal and other strategic alternatives. Each made suggestions as to potential parties who might be viable candidates with respect to a potential transaction with Ixia, and who Ixia could approach to seek additional proposals, including both potential strategic and potential financial sponsor acquirers. After the presentations and discussions, the Ixia board determined to meet the following day to discuss the issues further and to make a determination as to which of the two banks should be retained to act as Ixia’s financial advisor.

On October 4, 2016, the Ixia board held a telephonic meeting, along with representatives from Bryan Cave, at which the possible engagement of Deutsche Bank or Bank A was discussed. The Ixia board discussed, among other things, the relationships that Deutsche Bank had with Keysight. The Ixia board approved the engagement of Deutsche Bank, subject to negotiation of an appropriate engagement letter and written confirmation from Deutsche Bank of the extent of its prior work with Keysight.

On October 5, 2016, Ms. Mayer had a telephone conversation with Mr. Nersesian in which Ms. Mayer conveyed to Mr. Nersesian that Keysight’s offer had been shared with the Ixia board and that Ixia intended to engage a financial advisor.

On October 7, 2016, the Ixia board held a telephonic meeting, with Bryan Cave representatives present, at which the Ixia board further discussed the engagement of Deutsche Bank. The Ixia board reviewed and discussed a draft of the engagement letter and also reviewed and discussed the relationship that Deutsche Bank had with Keysight, including but not limited to the fact and extent of the participation by an affiliate of Deutsche Bank in an existing Keysight credit facility.

During the period from October 4 to November 7, 2016, Deutsche Bank worked with Ixia management to prepare preliminary financial analyses of the unsolicited proposal from Keysight and various potential strategic alternatives, based initially on publicly available information and later based on financial plans prepared by Ixia management.

On October 8, 2016, the Ixia board held a further meeting, with Bryan Cave representatives present, at which the Ixia board further discussed the engagement of Deutsche Bank and approved the proposed engagement letter with Deutsche Bank. Ixia and Deutsche Bank thereafter entered into an engagement letter dated as of October 10, 2016. Following the approval of the proposed engagement letter, representatives from Deutsche Bank joined the board meeting. The Ixia board discussed the appropriate response to be given to Keysight regarding its unsolicited proposal, the process and timing for Deutsche Bank to prepare its preliminary financial analysis of the unsolicited proposal from Keysight, the scope of market inquiry necessary and appropriate to assure that the Ixia board would be able to consider all viable alternatives, and the need to maintain confidentiality in order to protect the ongoing operations and competitive position of Ixia. The Ixia board affirmed that it had not determined to pursue the sale of Ixia, but that a sale remained one of a number of possible strategic alternatives. The Ixia board discussed the need to approach other parties in order to evaluate fully, and respond to, the unsolicited proposal from Keysight. The Ixia board discussed a list presented by Deutsche Bank of particular parties who might be approached to gauge their interest in pursuing a strategic transaction with Ixia, based on financial ability, familiarity with the industry in which Ixia operates, likelihood of having an interest in pursuing a strategic transaction, and ability to close. The Ixia board approved, on a preliminary basis, in addition to Keysight, 11 parties, including eight potential financial sponsor acquirers and three potential strategic acquirers, as potential bidders to be contacted by Deutsche Bank. One of the parties on the list to be contacted was Party A, a strategic acquirer, and another was Party B, a financial sponsor acquirer.

On October 10, 2016, Ms. Mayer had a telephone conversation with Mr. Nersesian in which Ms. Mayer advised him that Ixia had engaged Deutsche Bank as its financial advisor to assist the Ixia board in evaluating Keysight’s proposal. Ms. Mayer also advised Mr. Nersesian that Keysight would need to materially increase its proposed price for Keysight’s proposal to be considered by the Ixia board, and that Ixia was prepared to enter into a non-disclosure agreement (an “NDA”) with Keysight and permit Keysight to engage in due diligence so that it would have further information on which to base a revised proposal, should it wish to do so. In that call, Mr. Nersesian did not commit to making a revised proposal, entering into an NDA, or conducting due diligence or further negotiations.

On October 13, 2016, the Chief Executive Officer of Party A contacted one of Ixia’s directors and asked for contact information for Mr. Ginsberg. Party A’s Chief Executive Officer then attempted to contact Mr. Ginsberg telephonically and via a text message, and left messages for Mr. Ginsberg. Also on October 13, 2016, a member of the Board of Directors of Party A contacted a representative of Deutsche Bank by email, stating that he understood that Ixia was engaging in a sale process and that Deutsche Bank was running the process, and asking to have a conversation. Based on instructions from Ixia management, the representative of Deutsche Bank did not respond to that email.

On October 14, 2016, the Ixia board held a telephonic meeting, with representatives from Deutsche Bank and Bryan Cave present. Ms. Mayer and Mr. Ginsberg reported the contacts from Party A. The Ixia board and Ixia’s advisors discussed the contacts and the appropriate response. Deutsche Bank reviewed certain information regarding Party A and its financial ability to consummate a transaction. The Ixia board affirmed that it had not determined to sell Ixia and Ixia was not engaged in a sale process at that time. The Ixia board authorized Mr. Ginsberg to respond to the messages from Party A’s Chief Executive Officer and advise the individual that Ixia was not seeking a sale, but that should this change Ixia would contact Party A and ask it to participate in any future process. The Ixia board and representatives of Deutsche Bank also discussed the ongoing work of Deutsche Bank, with the assistance of Ixia management, to prepare a preliminary financial analysis relating to Ixia.

Later in the day on October 14, 2016, Mr. Ginsberg contacted Party A’s Chief Executive Officer to relay the messages as instructed by the Ixia board.

On October 21, 2016, the Ixia board held a telephonic meeting, with representatives from Bryan Cave present. Representatives from Bryan Cave made a presentation and led a discussion regarding the Ixia board’s fiduciary duties in the context of its receipt of an unsolicited proposal. The Ixia board reviewed the ongoing work by Ixia management with Deutsche Bank to enable Deutsche Bank to prepare a preliminary financial analysis of Ixia based on confidential company information and management forecasts. The Ixia board also discussed further the timing of contact with other potential bidders and the selection of those potential bidders. The Ixia board determined to wait until there had been further substantive contact with Keysight before determining whether to contact other potential bidders.

On October 31, 2016, the Ixia board held a telephonic meeting, with Ixia management and representatives from Deutsche Bank and Bryan Cave present. During the meeting, representatives of Deutsche Bank reviewed with the Ixia board a preliminary financial analysis of Ixia, based on publicly available information. The Ixia board reviewed and discussed with Ixia management ongoing efforts by Ixia management to develop a forward-looking multi-year financial model that would serve as the basis for an updated financial analysis of Ixia by Deutsche Bank. The Ixia board and Ixia’s advisors also discussed possible further communications with Keysight and possible outreach to other potential bidders, with the goal of contacting credible and viable potential bidders while maintaining confidentiality.

On November 1, 2016, Ixia issued its earnings release reporting its financial results for its third quarter ended September 30, 2016. Later that day, Ixia hosted a conference call regarding its earnings report.

On November 4, 2016, the Ixia board held a telephonic meeting, with Bryan Cave representatives present. Ixia management presented to the Ixia board a preliminary multi-year financial plan for the Ixia board’s consideration. After review and discussion of the Ixia management presentation and Deutsche Bank’s financial analysis, which had been based on publicly available information and reviewed at the October 31, 2016 board meeting, the Ixia board instructed Ixia management to provide the preliminary financial plan to Deutsche Bank for its use in completing an updated financial analysis of Ixia. The Ixia board also discussed the scope of any process that Ixia might undertake to further evaluate the proposal from Keysight and to determine market interest. The Ixia board again balanced the negative consequences from a public sale process against the possible benefits and the fact that the Ixia board had not determined to seek a sale of Ixia. The Ixia board again concluded that no third parties should be contacted until there was a further substantive discussion with Keysight, and that any process should be targeted to viable and credible parties with a likely interest in engaging in a transaction and should be kept confidential.

On November 7, 2016, the Ixia board held a telephonic meeting, with representatives from Deutsche Bank and Bryan Cave present. During the meeting, representatives of Deutsche Bank reviewed with the Ixia board an updated financial analysis based on Ixia management’s three-year financial plan for 2017, 2018, and 2019 as well as estimates for 2020 and 2021 calculated by Deutsche Bank based on guidance provided by Ixia’s management and approved for Deutsche Bank’s use by the Ixia board. The Ixia board and Ixia’s advisors discussed the updated analysis and various potential strategic alternatives that might be available to Ixia. The Ixia board also discussed a meeting that, prior to the time Deutsche Bank had been engaged by Ixia, had been scheduled to take place on November 8, 2016 between representatives from Deutsche Bank and Mr. Nersesian, Neil Dougherty, Chief Financial Officer of Keysight, and Jeff Henderson, Vice President, Corporate Development, of Keysight, and agreed upon a script for the meeting. The Ixia board and advisors discussed appropriate next steps, confirmed preliminary approval of a list of 11 potential bidders (including Party A, two other strategic parties, and eight financial sponsor parties, including Party B) to be contacted should Keysight express an interest in further negotiations, and discussed and agreed upon a script for Deutsche Bank in making any such contacts.

On November 8, 2016, representatives from Deutsche Bank and Mr. Nersesian participated in a telephone conference in which representatives from Deutsche Bank advised Mr. Nersesian that the price in Keysight’s unsolicited proposal was insufficient and that Ixia would not be making a counter-offer. Representatives from Deutsche Bank further informed Mr. Nersesian that Ixia remained interested in discussing a business combination

if the parties executed an NDA to enable Keysight to materially improve its proposal. Representatives from Deutsche Bank also informed Mr. Nersesian that Ixia had received other unsolicited interest regarding a potential transaction. Mr. Nersesian expressed interest in moving forward with negotiations, entering into an NDA, and conducting due diligence.

On November 9, 2016, the Ixia board held a telephonic meeting, with representatives from Deutsche Bank and Bryan Cave present. Representatives from Deutsche Bank reported on their conversation with Mr. Nersesian the previous day and his indication of interest in moving forward with an NDA and due diligence and the possibility of an improved proposal. The Ixia board instructed representatives from Deutsche Bank to contact Keysight’s financial advisor, Goldman, Sachs & Co. (“Goldman Sachs”), to arrange for the negotiation and execution of an NDA and to arrange for due diligence. The Ixia board also reviewed the list of other potential bidders and authorized Deutsche Bank to contact the 11 other previously approved parties to gauge their interest in a potential transaction. The Ixia board confirmed that it had not affirmatively determined to sell Ixia at this time but was engaged in a process of evaluating the non-binding proposal from Keysight and exploring the viability of strategic alternatives to that proposal.

On November 9 and November 10, 2016, representatives from Deutsche Bank approached eight potential financial sponsor acquirers, including Party B, and three potential strategic acquirers, including Party A, to gauge potential interest in exploring a strategic transaction with Ixia.

On November 11, 2016, the Ixia board held a telephonic meeting, with representatives from Deutsche Bank and Bryan Cave present. Representatives of Deutsche Bank reported on their contacts with the initial 11 identified potential bidders and Keysight and reviewed the feedback from such bidders to date. They reported that Party A had indicated that it wanted to team with one of the potential financial sponsor acquirers previously approved by the Ixia board, which teaming the Ixia board approved shortly thereafter to enable Party A to maximize the price it would be able to pay.

During the period from November 16 to November 29, 2016, Ixia entered into NDAs with a total of seven potential bidders, including Keysight, Party A, and the potential financial sponsor acquirer that had teamed with Party A, and Party B, all of which contained standstill provisions. Each standstill provision permitted the potential bidder to communicate exclusively with the Ixia board with respect to a transaction involving Ixia or to seek a waiver of such standstill provisions. The other five parties contacted by Deutsche Bank expressed no interest in pursuing a transaction. The parties that entered into NDAs included five potential financial sponsor acquirers and two potential strategic acquirers, including Keysight and Party A. During the period from November 17 through November 30, 2016, the seven potential bidders who had executed NDAs participated in meetings with Ixia management, which were also attended by representatives of Deutsche Bank.

On November 18, 2016, the Ixia board held a telephonic meeting, with representatives from Deutsche Bank and Bryan Cave present. During the meeting, Ms. Mayer and representatives of Deutsche Bank reported on the status of the due diligence process, communications with potential bidders, and a possible timeline for a potential sale process. The Ixia board directed Deutsche Bank to add an additional strategic party to the list of potential bidders and to contact such additional party. However, this additional party did not express any interest in a transaction with Ixia.

Following the Ixia management presentation meetings, three of the potential bidders who had executed NDAs and participated in the Ixia management meetings indicated that they were not interested in moving forward in the process.

On November 30, 2016, Deutsche Bank distributed process letters to Keysight, Party A, Party B, and three other potential bidders, in which the potential bidders were advised to submit, by December 13, 2016, preliminary proposals for the acquisition of Ixia.

On December 1, 2016, the Ixia board held an in-person meeting at Ixia’s offices, with representatives from Deutsche Bank and Bryan Cave present, at which representatives of Deutsche Bank provided to the Ixia board an update on the status of the process and summary of conversations to date with potential bidders. Representatives from Bryan Cave delivered a presentation and led a discussion regarding the Ixia board’s fiduciary duties in the context of a potential sale of the Company and various customary terms of a merger agreement and related

agreements should a transaction take place. Also on December 1, 2016, a representative of Deutsche Bank received an inquiry from another potential financial sponsor acquirer inquiring about whether Ixia had undertaken a sale process but which subsequently determined it did not have a strong interest in a potential transaction.

On December 2, 2016, representatives from Ixia and Deutsche Bank received communications advising Ixia and Deutsche Bank that a reporter at Reuters had been contacting various persons regarding a rumor that Ixia was engaged in a sale process. The reporter also contacted Ixia and Deutsche Bank. Neither Ixia nor Deutsche Bank responded to the reporter, and Ixia did not provide any comment for inclusion in the article. Ixia engaged communication consultants to provide advice and expertise regarding any responses to inquiries that might arise by reason of any news reports. On December 2, 2016, Reuters published a news article stating that Ixia was “exploring a potential sale.”

Immediately prior to and during the period following the publication of the report on December 2, 2016, Ixia or Deutsche Bank was contacted by seven additional parties, including Party C, with requests to participate in any potential sale process, all of whom were potential financial sponsor acquirers. The Ixia board, Ixia management, and representatives from Deutsche Bank and Bryan Cave reviewed the inquiries, discussed appropriate responses, and determined that Deutsche Bank should contact two of the parties, including Party C, and invite them to execute NDAs and consider proposing a transaction. The remaining five potential financial sponsor acquirers who had made inquiries at or after the Reuters report were not invited to participate based on assessments of their financial condition, actual interest in pursuing a transaction, ability to pursue and complete a transaction on a timely basis, and the need to maintain confidentiality to protect Ixia. On December 6 and December 13, 2016, Ixia entered into NDAs with Party C and the other additional potential bidder, each containing standstill provisions. Each standstill provision permitted the potential bidder to communicate exclusively with the Ixia board with respect to a transaction involving Ixia or to seek a waiver of such standstill provisions.

On December 7, 2016, Deutsche Bank delivered a process letter to Party C requesting a preliminary proposal by December 13, 2016. The other party who had been invited to participate had a meeting with Ixia management on December 14, 2016, after execution of an NDA. Deutsche Bank delivered a process letter to such party requesting a proposal by December 15, 2016. The party did not make a proposal and elected not to move forward.

On December 9, 2016, the Ixia board held a telephonic meeting, with representatives from Deutsche Bank and Bryan Cave present, at which representatives of Deutsche Bank reported to the Ixia board on the status of the process and reviewed certain market and financial information.

On December 13, 2016, Ixia received preliminary proposals from four potential bidders: Keysight, Party A, Party B, and Party C. The bid from Keysight was $17.00 per share, payable in cash and Keysight stock; the bid from Party A was a range of $16.50 to $17.00 per share, also in cash and Party A stock; the bid from Party B was a range of $16.00 to $16.50 per share, all cash; and the bid from Party C was $18.00 per share, all cash. The bid from Party A was accompanied by a “highly confident” letter from a financing source regarding any financing that might be required.

On December 14, 2016, the Ixia board held a telephonic meeting, with representatives from Deutsche Bank and Bryan Cave present, at which they reviewed the four bid proposals. Representatives of Deutsche Bank presented a summary of the four proposals, and the Ixia board engaged in a discussion with Ixia’s advisors regarding the proposals and next steps. The Ixia board also discussed whether to admit any additional parties into the sale process, but determined not to do so based on the potential additional parties’ financial ability to engage in a strategic transaction, likelihood of having an interest in pursuing a strategic transaction, and ability to close. Following the meeting, Deutsche Bank informed Goldman Sachs that Ixia had received a higher all-cash offer from another bidder.

During the period from December 15, 2016 through January 24, 2017, Deutsche Bank coordinated additional due diligence meetings with Ixia management and representatives of Keysight, Party A, Party B, and Party C. During the period from December 20 to December 22, 2016, Ixia made available to Keysight, Party A, Party B, and Party C access to a virtual data room to enable them to engage in further detailed due diligence. Additional items were posted to the virtual data room thereafter through January 28, 2017.

On January 4, 2017, the Ixia board held a telephonic meeting, with representatives from Deutsche Bank and Bryan Cave present, at which representatives of Bryan Cave reviewed with the Ixia board the form of merger agreement proposed to be made available to bidders for review and comment as part of the bid process. After discussion, the Ixia board approved the form and instructed Bryan Cave to post it in the virtual data room. Representatives of Deutsche Bank reviewed, and the Ixia board discussed, the status of the process and the terms of a process letter to be sent to the four bidders.

On January 5, 2017, Deutsche Bank distributed process letters to Keysight, Party A, Party B, and Party C, indicating that final bids, along with a mark-up of the merger agreement and evidence of availability of financing, were due on January 24, 2017. On January 6, 2017, a draft merger agreement prepared by Bryan Cave was uploaded to the virtual data room.

On January 11, 2017, the Ixia board held a telephonic meeting, with representatives from Deutsche Bank and Bryan Cave present, at which representatives of Deutsche Bank and Ixia management reported to the Ixia board the process to date and the status and extent of the due diligence activities of the four bidders. Following the meeting, Keysight was again informed that Ixia preferred an all-cash transaction.

Between January 11 and January 24, 2017, Ixia management, with assistance from representatives of Deutsche Bank, participated in several telephonic and in-person meetings with representatives of Keysight, Party A, Party B, and Party C to provide additional due diligence information.

On January 24, 2017, each of Keysight, Party A, Party B, and Party C submitted final offers. The offer letters from Keysight and Party A included as part of their bid package a mark-up to the draft merger agreement that had been posted in the virtual data room. Party B and Party C did not submit mark-ups of the draft merger agreement. The bid from Keysight was $17.55 per share, composed of cash and Keysight stock; the bid from Party A was $18.50 per share, all cash; the bid from Party B was $16.50 per share, all cash; and the bid from Party C was $16.25 per share, all cash. The bid package from Keysight also contained a form of commitment letter for financing necessary to consummate the transaction and a form of voting agreement proposed to be entered into with certain significant Ixia shareholders. The bid package from Party A also included drafts of commitment letters from debt financing sources, a negotiated form of investment agreement for convertible debt to be purchased by the financial sponsor who had participated in the process alongside Party A, and a form of voting agreement proposed to be entered into with certain Ixia shareholders. Keysight and Party A each indicated that its bid was subject only to confirmatory due diligence and completion of definitive documentation.

On January 26, 2017, the Ixia board held a telephonic meeting, with representatives from Deutsche Bank and Bryan Cave present, at which the Ixia board reviewed the bid proposals received from each of Keysight, Party A, Party B, and Party C. The Ixia board and representatives of Deutsche Bank discussed the financial aspects of the proposals, including the proposal from Keysight to provide for consideration in the form of Keysight stock and cash. Representatives from Bryan Cave presented to the Ixia board a legal analysis of the significant issues raised in the mark-ups of the draft merger agreement and forms of voting agreements provided by Keysight and Party A, the significant differences between the two merger agreement mark-ups received, and certain legal issues to be addressed in connection with any signing and closing of a transaction. The Ixia board instructed Bryan Cave to send a revised draft of the merger agreement to Party A’s outside legal counsel and to negotiate the merger agreement and ancillary documents. The Ixia board also instructed Bryan Cave to prepare and send to Keysight’s outside legal counsel, Cleary Gottlieb Steen & Hamilton LLP (“Cleary Gottlieb”), a list of significant legal issues for discussion regarding Keysight’s mark-up of the draft merger agreement and form of voting agreement, and to begin negotiations regarding these issues. The Ixia board determined not to pursue negotiations with Party B or Party C at that time, based, among other factors, on price offered. At the meeting, the Ixia board also instructed Ms. Mayer to contact Mr. Nersesian to advise him that the Company received an all-cash offer from another bidder at a price that was materially higher than what Keysight offered, and to suggest that Keysight would need to significantly increase its bid and propose an all-cash transaction to remain competitive. Following the meeting, Ms. Mayer contacted Mr. Nersesian by phone and communicated to him as instructed by the Ixia board. On that call, Mr. Nersesian expressed continued interest in pursuing the transaction. Later on the same day, Mr. Nersesian contacted Ms. Mayer by phone and indicated that Keysight anticipated holding a meeting of its board of directors on January 28, 2017, and that he anticipated Keysight making an all-cash offer at a price that was higher than their prior bid following such board meeting.

On January 26, 2017, following the Ixia board meeting, Bryan Cave sent an issues list to Cleary Gottlieb, and on January 27, 2017, representatives of Bryan Cave and Cleary Gottlieb reviewed and discussed the issues identified in the list and certain other issues arising out of the mark-up of the draft merger agreement and the form of voting agreement submitted by Keysight.

In its proposal letter, Party A indicated a desire to sign and announce a transaction on or before January 31, 2017. Over the course of January 27 and 28, 2017, Party A and Ixia agreed on the desirability of signing and announcing a transaction before the market opened on January 30, 2017, and established this as a goal. Early in the morning of January 27, 2017, Bryan Cave sent a revised draft of the merger agreement to outside legal counsel to Party A, and over the course of January 27 and January 28, 2017, negotiated with outside legal counsel to Party A the merger agreement, voting agreement, commitment letter, and investment agreement.

On January 27, 2017, at Keysight’s request, representatives of Deutsche Bank and Ixia management, on a conference call with representatives of Keysight, reviewed recent financial results of Ixia. Also on January 27 and January 28, 2017, Ixia management and representatives of Deutsche Bank continued to arrange for Ixia management meetings to provide Keysight and Party A with additional due diligence information.

On January 28, 2017, Keysight submitted to Ixia and Deutsche Bank a revised bid of $19.65 per share, all cash. The proposal letter was accompanied by a commitment letter for the financing required to consummate the transaction and revised drafts of the merger agreement and voting agreement. Following receipt of the revised bid from Keysight, on January 28, 2017, the Ixia board held a telephonic meeting, with representatives from Deutsche Bank and Bryan Cave present. Representatives from Bryan Cave reviewed with the Ixia board, and the Ixia board discussed, its fiduciary duties in the context of a potential sale of Ixia. The Ixia board reviewed the proposal from Keysight and instructed Bryan Cave to prepare and send a revised draft of the merger agreement to Cleary Gottlieb and to negotiate the merger agreement, voting agreement, and commitment letter. The Ixia board also instructed representatives of Deutsche Bank to contact the Chief Executive Officer of Party A to advise him that an all-cash bid materially higher than that of Party A had been received, and to invite Party A to increase its bid if it wanted to move forward in the process. The Ixia board also reaffirmed its desire to sign and announce a transaction before the market opened on January 30, 2017, and asked Deutsche Bank to confirm with Goldman Sachs the ability of Keysight to meet this target.

Next on January 28, 2017, representatives from Deutsche Bank contacted the Chief Executive Officer of Party A and indicated the need for Party A to improve its proposal materially to be competitive. The Chief Executive Officer of Party A advised that it was unlikely that Party A would be able to increase its bid.

Also on January 28, 2017, Deutsche Bank contacted Goldman Sachs to confirm that Keysight could meet the goal of signing and announcing a transaction before the market opened on January 30, 2017. Goldman Sachs confirmed that Keysight could meet this goal, and representatives of Deutsche Bank advised Goldman Sachs that Ixia would be moving forward with Keysight at that time.

On January 27 and January 28, 2017, Bryan Cave reviewed the proposed voting agreements from Keysight and Party A with legal counsel to the respective shareholders.

On January 28, 2017, Bryan Cave submitted revised drafts of the merger agreement and voting agreement to Cleary Gottlieb, and representatives from Bryan Cave and Deutsche Bank thereafter engaged in ongoing negotiations with Cleary Gottlieb and Goldman Sachs, respectively, through January 29, 2017 with respect to the drafts of the merger agreement, voting agreement, and commitment letter.

During the evening of January 29, 2017, the Ixia board held a telephonic meeting, with representatives from Bryan Cave and Deutsche Bank present. A detailed summary regarding the final terms of the merger agreement, the bridge commitment letter, and the voting agreements were distributed to the Ixia board in advance of the meeting. Representatives from Bryan Cave reported to the Ixia board that substantial progress had been made in negotiations with Keysight and Cleary Gottlieb and that all material issues had been resolved, but that transaction documents were not yet final. Representatives from Bryan Cave then reviewed the Ixia board’s fiduciary duties in connection with the potential sale of Ixia. Representatives of Deutsche Bank then reviewed and discussed with the Ixia board certain financial analysis with respect to the consideration of $19.65 per share of Ixia common stock and rendered an oral opinion to the Ixia board, confirmed by delivery of a written opinion, dated January 30, 2017, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered, and limitations, qualifications, and conditions on the

review undertaken in connection therewith, as described in Deutsche Bank’s opinion, the consideration of $19.65 in cash per share of Ixia common stock was fair, from a financial point of view, to the holders of Ixia common stock other than Keysight and its affiliates. Representatives from Bryan Cave then presented a detailed summary regarding the final terms of the merger agreement, the bridge commitment letter, and the voting agreements, and the Ixia board engaged in a discussion with representatives from Bryan Cave and Deutsche Bank regarding these terms. The Ixia board considered various reasons to approve and recommend the merger agreement, the merger, and the other transactions contemplated by the merger agreement for approval by Ixia shareholders, including certain countervailing factors, all as described below under the heading “—Recommendation of the Ixia Board; Reasons for the Merger.” After discussions with Ixia’s financial and legal advisors, and in light of the reasons considered, the Ixia board unanimously: (i) determined that it is in the best interests of Ixia and its shareholders to enter into, and approved, declared advisable, and resolved to recommend the merger agreement (subject to the resolution of certain minor contractual provisions), (ii) approved the execution, delivery, and performance by Ixia of the merger agreement and related agreements and the consummation of the transactions contemplated thereby, including the merger, and (iii) upon the terms and subject to the conditions set forth in the merger agreement, resolved to recommend that Ixia’s shareholders vote in favor of the merger agreement and the principal terms of the merger.

During the night of January 29, 2017 and on January 30, 2017, Bryan Cave and Cleary Gottlieb continued to discuss the merger agreement and resolved the final unresolved provisions of the merger agreement to the satisfaction of their respective clients.

On January 30, 2017, Keysight delivered a copy of an executed financing commitment letter to Ixia, and Keysight and Ixia executed the merger agreement and voting agreements. At 6:45 a.m., Eastern time, on January 30, 2017, the parties issued a joint press release announcing the transaction.

On February 1, 2017, Keysight Acquisition, Inc., a California corporation and a wholly owned subsidiary of Keysight was incorporated. On February 2, 2017, Keysight Acquisition Inc., Keysight and Ixia entered into a joinder, pursuant to which Keysight Acquisition Inc. agreed to be bound by the merger agreement and will be the Keysight subsidiary which will merge with and into Ixia.

On February 3, 2017, representatives of Keysight contacted representatives of an affiliate of Deutsche Bank to request that such Deutsche Bank affiliate consent to an amendment to Keysight’s revolving credit facility which would not result in an increase in such affiliate’s commitment thereunder. Deutsche Bank’s outside legal counsel advised Bryan Cave regarding this request on February 7, 2017, and asked Bryan Cave to confirm whether or not Ixia would consent to the Deutsche Bank affiliate’s participation in Keysight’s amended revolving credit facility. After the Ixia board was polled, such consent was provided on February 9, 2017.

Recommendation of the Ixia Board; Reasons for the Merger

Recommendation of the Ixia Board

The Ixia board has unanimously determined that the merger, on the terms and subject to the conditions set forth in the merger agreement, is fair to, and in the best interests of, Ixia and its shareholders, and approved and declared advisable the merger agreement and the merger and the other transactions contemplated by the merger agreement.

Accordingly, upon the terms and subject to the conditions of the merger agreement, the Ixia board unanimously recommends that our shareholders vote “FOR” the Merger Proposal.

Reasons for the Merger

In reaching its decision to approve the merger agreement, the merger, and the other transactions contemplated by the merger agreement and, subject to the terms and conditions of the merger agreement, to recommend that Ixia’s shareholders approve the Merger Proposal, the Ixia board, with the assistance of Ixia’s management and advisors, considered other alternative transactions, including contacts and extensive discussions with other potential acquirers. Notwithstanding the process described above, no other potential acquirer offered an alternative as favorable to Ixia’s shareholders as the merger with Keysight.

The Ixia board considered a number of positive factors in its deliberations, including the following (not in any relative order of importance):

management’s assessment, after discussion with Deutsche Bank, that Keysight has the financial capability to complete the merger, the relative likelihood of obtaining required regulatory approvals, and the remedies available under the merger agreement to Ixia in the event of various breaches by Keysight.

The Ixia board also considered a variety of potentially negative factors in its deliberations concerning the merger agreement, including the following (not in any relative order of importance):

The Ixia board also considered that certain of our directors and officers may have conflicts of interest in connection with the merger, as they may receive certain benefits that are different from, or in addition to, those of our other shareholders. See “— Interests of Our Directors and Executive Officers in the Merger ” beginning on page 49 of this proxy statement.

After taking into account all of the factors set forth above, as well as others, the Ixia board unanimously agreed that the benefits of the merger outweighed the drawbacks and risks and determined that the merger is fair to, and in the best interests of, Ixia and its shareholders and approved and declared advisable the merger agreement, the merger, and the other transactions contemplated thereby and recommended that our shareholders vote to approve the merger agreement and the principal terms of the merger at the special meeting.

The foregoing discussion is not intended to be an exhaustive list of the information and factors considered by the Ixia board in its consideration of the merger, but is merely a summary of the material positive factors and negative factors and risks considered by the Ixia board in that regard. In view of the number and variety of factors and the amount of information considered, the Ixia board did not find it practicable to, and did not make specific assessments of, quantify, or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, the Ixia board did not undertake to make any specific determination as to whether any one particular factor, or any aspect of any one particular factor, caused the Ixia board to reach its ultimate determination, and individual members of the Ixia board may have given different weights to different factors. The Ixia board made its recommendation based on the totality of information presented to, and the evaluation conducted by, the Ixia board.

Opinion of Ixia’s Financial Advisor

At the January 29, 2017 meeting of the Ixia board, Deutsche Bank, financial advisor to Ixia, rendered its oral opinion to the Ixia board, confirmed by delivery of a written opinion dated January 30, 2017 to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered, and limitations, qualifications, and conditions on the review undertaken in connection therewith, as described in Deutsche Bank’s opinion, the consideration of $19.65 in cash per share of Ixia common stock was fair, from a financial point of view, to the holders of Ixia common stock (other than Keysight and its affiliates). The full text of Deutsche Bank’s written opinion, dated January 30, 2017, which sets forth the assumptions made, procedures followed, matters considered, and limitations, qualifications, and conditions on the review undertaken in connection with the opinion, is attached to this proxy statement as Annex C and is incorporated herein by reference (the “opinion”). The summary of Deutsche Bank’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of the opinion. Deutsche Bank’s opinion was approved and authorized for issuance by a Deutsche Bank fairness opinion review committee and was addressed to, and for the use and benefit of, the Ixia board in connection with and for the purpose of its evaluation of the merger. Deutsche Bank’s opinion was limited to the fairness of the consideration of $19.65 in cash per share, from a financial point of view, to the holders of Ixia common stock (other than Keysight and its affiliates) as of the date of the opinion. The opinion did not address any other terms of the merger, the merger agreement, or any other agreement entered into or to be entered into in connection with the merger. The Ixia board did not ask Deutsche Bank to, and Deutsche Bank’s opinion did not, address the fairness of the merger, or any consideration received in connection therewith, to the holders of any other class of securities, creditors, or other constituencies of Ixia, nor did it address the fairness of the contemplated benefits of the merger. Deutsche Bank expressed no opinion as to the merits of the underlying decision by Ixia to engage in the merger or the relative merits of the merger as compared to any alternative transactions or business strategies. Nor did Deutsche Bank express an opinion, and Deutsche Bank’s opinion does not constitute a recommendation, as to how any holder of shares of Ixia common stock should vote with respect to the merger. In addition, Deutsche Bank did not express any view or opinion as to the fairness, financial or

otherwise, of the amount or nature of any compensation payable to or to be received by any of the officers, directors, or employees of Ixia, or any class of such persons, in connection with the merger, whether relative to the consideration of $19.65 in cash per share or otherwise.

No limitations were imposed by the Ixia board upon Deutsche Bank with respect to the investigations made or procedures followed by it in rendering its opinion. In connection with its role as financial advisor to Ixia in connection with the merger, and in arriving at its opinion, Deutsche Bank reviewed certain publicly available financial and other information concerning Ixia and certain internal analyses, financial forecasts, and other information relating to Ixia prepared by management of Ixia, including the Ixia management projections summarized under “— Certain Ixia Unaudited Prospective Financial Information ” beginning on page 47 of this proxy statement. Deutsche Bank also held discussions with certain senior officers of Ixia regarding the businesses and prospects of Ixia. In addition, Deutsche Bank:

Deutsche Bank did not assume responsibility for independent verification of, and did not independently verify, any information, whether publicly available or furnished to it, concerning Ixia, including, without limitation, any financial information considered in connection with the rendering of its opinion. Accordingly, for purposes of its opinion, Deutsche Bank, with the knowledge and permission of the Ixia board, assumed and relied upon the accuracy and completeness of all such information. Deutsche Bank did not conduct a physical inspection of any of the properties or assets, and did not prepare, obtain, or review any independent evaluation or appraisal of any of the assets or liabilities (including any contingent, derivative, or off-balance-sheet assets or liabilities), of Ixia, Keysight, or any of their respective subsidiaries, nor did Deutsche Bank evaluate the solvency or fair value of Ixia, Keysight, or any of their respective subsidiaries (or the impact of the merger thereon) under any law relating to bankruptcy, insolvency, or similar matters. With respect to the financial forecasts made available to Deutsche Bank and used in its analyses, Deutsche Bank assumed with the knowledge and permission of the Ixia board that such forecasts had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Ixia as to the matters covered thereby. In rendering its opinion, Deutsche Bank expressed no view as to the reasonableness of such forecasts and projections or the assumptions on which they were based. Deutsche Bank’s opinion was necessarily based upon economic, market, and other conditions as in effect on, and the information made available to it as of, the date of its opinion. Deutsche Bank expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion of which it becomes aware after the date of its opinion.

For purposes of rendering its opinion, Deutsche Bank assumed, with the knowledge and permission of the Ixia board, that in all respects material to its analysis, the merger would be consummated in accordance with the terms of the merger agreement, without any waiver, modification, or amendment of any term, condition, or agreement that would be material to Deutsche Bank’s analysis. Deutsche Bank also assumed, with the knowledge and permission of the Ixia board, that all material governmental, regulatory, or other approvals and consents required in connection with the consummation of the merger will be obtained and that, in connection with obtaining any necessary governmental, regulatory, or other approvals and consents, no restrictions, terms, or conditions will be imposed that would be material to its analysis. Deutsche Bank is not a legal, regulatory, tax, or accounting expert and has relied on the assessments made by Ixia and its other advisors with respect to such issues.

Ixia selected Deutsche Bank as its financial advisor in connection with the merger based on Deutsche Bank’s qualifications, expertise, reputation, and experience in mergers and acquisitions. Pursuant to an engagement letter between Ixia and Deutsche Bank, dated October 10, 2016, Ixia has agreed to pay Deutsche

Bank a fee estimated to be approximately $23.5 million for its services as financial advisor to Ixia in connection with the merger, of which $750,000 became payable upon delivery of its opinion (or would have become payable if Deutsche Bank had advised the Ixia board that it was unable to render its opinion), and the remainder of which is contingent upon consummation of the merger. In addition, subject to the terms of the engagement letter, if the merger is not consummated, Ixia has agreed to pay Deutsche Bank a percentage of any payment to which it is entitled under the merger agreement in connection with the termination thereof. Ixia has also agreed to reimburse Deutsche Bank for the fees, expenses, and disbursements of its counsel and Deutsche Bank’s travel and other out-of-pocket expenses incurred in connection with the merger or otherwise arising out of its engagement by Ixia, in each case on the terms set forth in its engagement letter. Ixia has also agreed to indemnify Deutsche Bank and its affiliates against certain liabilities in connection with its engagement.

Deutsche Bank is an internationally recognized investment banking firm experienced in providing advice in connection with mergers and acquisitions and related transactions. Deutsche Bank is an affiliate of Deutsche Bank AG (together with its affiliates, the “DB Group”). One or more members of the DB Group have, from time to time, provided, and are currently providing, investment banking, commercial banking (including extension of credit), or other financial services to Keysight or its affiliates for which they have received, and in the future may receive, compensation, including acting as a lender under Keysight’s credit agreement since September 2014 (which credit agreement was extended following the announcement of the merger). The DB Group has received approximately €250,000 in fees from Keysight with respect to such services since January 1, 2014. The DB Group has not received fees from Ixia with respect to any investment banking, transaction banking, and corporate banking unrelated to the merger since January 1, 2014. The DB Group may also provide investment and commercial banking services to Keysight, Ixia, or their respective affiliates in the future, for which Deutsche Bank expects the DB Group to receive compensation. In the ordinary course of business, members of the DB Group may actively trade in the securities and other instruments and obligations of Keysight, Ixia, and their respective affiliates for their own accounts and for the accounts of their customers. Accordingly, the DB Group may at any time hold a long or short position in such securities, instruments, and obligations.

Summary of Material Financial Analyses of Deutsche Bank

The following is a summary of the material financial analyses presented by Deutsche Bank to the Ixia board at its meeting held on January 29, 2017, and that were used in connection with rendering its opinion described above.

The following summary, however, does not purport to be a complete description of the financial analyses performed by Deutsche Bank, nor does the order in which the analyses are described below represent the relative importance or weight given to the analyses by Deutsche Bank. Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand the analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of Deutsche Bank’s analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before January 27, 2017, and is not necessarily indicative of current market conditions.

In preparing its analyses, Deutsche Bank utilized calculations of, among other things, (i) total enterprise value (“TEV”), calculated as equity value plus, if applicable, minority interest plus net debt, (ii) earnings before interest, taxes, depreciation and amortization adjusted to exclude the impact of certain non-cash and non-recurring items such as stock based compensation expense, amortization of acquisition-related intangible assets, restructuring costs, expenses related to acquisitions and certain other items (“Adjusted EBITDA”), and (iii) diluted earnings per share adjusted to exclude the impact of certain non-cash and non-recurring items such as stock based compensation expense, amortization of acquisition-related intangible assets, restructuring costs, expenses related to acquisitions, and the associated income tax effects, and certain other non-cash items (“Adjusted EPS”). For additional information regarding the financial data provided by management of Ixia underlying these calculations, please see “—Certain Ixia Unaudited Prospective Financial Information” beginning on page 47 of this proxy statement.

Based in part upon the multiples of the selected companies described above and taking into account its professional judgment and experience, Deutsche Bank calculated the following ranges of implied values per share of Ixia common stock on a fully diluted basis:

Although none of the selected transactions is directly comparable to the merger, the companies that participated in the selected transactions were selected by Deutsche Bank based upon its professional judgment and experience as investment bankers and its knowledge of transactions of a similar nature and are such that, for purposes of analysis, the selected transactions may be considered similar to the merger.

With respect to each selected transaction and based on publicly available information, Deutsche Bank calculated the multiples of the targets’ TEV to:

Deutsche Bank also calculated the same multiples for the merger based upon Ixia management estimates of calendar year 2016 and 2017 Adjusted EBITDA and revenue.

The results of this analysis are summarized as follows:

Based in part upon the multiples of the selected transactions described above, and taking into account its professional judgment and experience, Deutsche Bank calculated the ranges of estimated implied values per share of Ixia common stock by applying the following multiples of:

Discounted Cash Flow Analysis

Deutsche Bank performed a discounted cash flow analysis of Ixia using financial forecasts and other information and data provided by Ixia’s management to calculate a range of implied net present values per share of Ixia common stock as of January 27, 2017. In performing the discounted cash flow analysis, Deutsche Bank applied a range of discount rates of 10.0% to 12.0% to (i) estimates of after-tax unlevered free cash flows for calendar years December 31, 2017 through December 31, 2021 that were calculated by Deutsche Bank based on information contained in Ixia management forecasts and assumptions approved for use by Ixia management (see “ — Certain Ixia Unaudited Prospective Financial Information ” beginning on page 47 of this proxy statement), using the mid-year convention and (ii) estimated terminal values using a range of perpetuity growth rates of 2.5% to 3.5%. For purposes of its financial analyses, Deutsche Bank calculated unlevered free cash flow as (a) Adjusted EBITDA, less (b) stock based compensation, less (c) taxes, less (d) capital expenditures, less (e) change in working capital. Deutsche Bank derived the foregoing range of discount rates utilizing a weighted average cost of capital analysis based on certain financial metrics for Ixia and the selected companies described above under “— Selected Companies Analysis .” This analysis resulted in a range of implied present values of Ixia common stock as of January 27, 2017 of approximately $14.42 to $19.79 per share.

Deutsche Bank also reviewed publicly available one-year forward Wall Street research analysts’ stock price targets for shares of Ixia common stock published before December 2, 2016, which, on an undiscounted basis, ranged from $11.00 to $16.00 per share and, on a discounted basis (discounted one year using an 11% cost of equity), ranged from approximately $9.91 to $14.41 per share.

In addition, Deutsche Bank reviewed the premiums paid in 123 selected U.S. transactions and 36 selected U.S. technology transactions of such 123 transactions announced since January 1, 2011 (excluding cancelled, hostile, merger-of-equals, real estate, and financial transactions), with transaction values ranging from approximately $1.0 billion to $2.0 billion, based on closing stock prices of the target companies involved in such transactions one day, and on the high closing stock prices of such target companies during the 52-week period, prior to public announcement of the relevant transaction. Negative premiums for the one-day and premiums above 200% premiums for the one-day and 52-week periods observed were considered not meaningful. The overall implied 25th percentile to 75th percentile premiums for such one-day and 52-week periods observed for these transactions ranged from (i) for the selected U.S. transactions, approximately 19% to 45% (with a median of 31%) and negative 4% to 19% (with a median of 9%), respectively, and (ii) for the selected U.S. technology transactions, approximately 20% to 43% (with a median of 31%) and negative 3% to 18% (with a median of 9%), respectively.

Based in part upon the premiums of the selected transactions described above, and taking into account its professional judgment and experience, Deutsche Bank calculated ranges of estimated implied values per share of Ixia common stock by applying:

Miscellaneous

This summary is not a complete description of Deutsche Bank’s opinion or the underlying analyses and factors considered in connection with Deutsche Bank’s opinion. The preparation of a fairness opinion is a complex process involving the application of subjective business and financial judgment in determining the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to partial analysis or summary description. Deutsche Bank believes that its analyses described above must be considered as a whole and that considering any portion of such analyses and of the factors considered without considering all analyses and factors could create a misleading view of the process underlying its opinion. Selecting portions of the analyses or summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying the Deutsche Bank opinion. In arriving at its fairness determination, Deutsche Bank considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Rather, it made its fairness determination on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction in the analyses described above is identical to Ixia or the merger.

In conducting its analyses and arriving at its opinion, Deutsche Bank utilized a variety of generally accepted valuation methods. The analyses were prepared solely for the purpose of enabling Deutsche Bank to provide its opinion to the Ixia board as to the fairness of the consideration of $19.65 in cash per share, from a financial point of view, to the holders of Ixia common stock (other than Keysight and its affiliates) as of the date of the opinion and do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold, which are inherently subject to uncertainty. As described above, in connection with its analyses, Deutsche Bank made, and was provided by the management of Ixia with, numerous assumptions with respect to industry performance, general business and economic conditions, and other matters, many of which are beyond the control of Deutsche Bank or Ixia. Analyses based on estimates or forecasts of future results are not necessarily indicative of actual, past, or future values or results, which may be significantly more or less

favorable than suggested by such analyses. Because such analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of Ixia or its respective advisors, Deutsche Bank does not assume responsibility if future results or actual values are materially different from these forecasts or assumptions.

The terms of the merger, including the merger consideration, were determined through arm’s-length negotiations between Ixia and Keysight and were approved by the Ixia board. Although Deutsche Bank provided advice to the Ixia board during the course of these negotiations, the decision to enter into the merger agreement was solely that of the Ixia board.

Deutsche Bank did not recommend any specific consideration to Ixia or the Ixia board, or that any specific amount or type of consideration constituted the only appropriate consideration for the transaction. As described above, the opinion of Deutsche Bank and its presentation to the Ixia board were among a number of factors taken into consideration by the Ixia board in making its determination to approve the merger agreement and the transactions contemplated thereunder.

Additional information relating to the principal assumptions used in preparing the projections is set forth below. See “ Cautionary Statement Regarding Forward-Looking Statements ” beginning on page 18 of this proxy statement for a description of various factors that could materially affect the Company's financial condition, results of operations, business, prospects, and securities.

The inclusion of the Ixia forecasts should not be regarded as an indication that the Ixia board, Ixia, Deutsche Bank, Keysight, or any other recipient of this information considered, or now considers, such information to be an assurance of the achievement of future results or an accurate prediction of future results, and they should not be relied upon as such.

The Ixia forecasts and the underlying assumptions upon which the Ixia forecasts were based are subjective in many respects and subject to multiple interpretations and revisions based on actual experience and business developments. The Ixia forecasts reflect numerous assumptions with respect to company performance, industry performance, general business, economic, regulatory, market, and financial conditions, and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties, and beyond Ixia’s control. As a result, there can be no assurance that the Ixia forecasts will be realized or that actual results will not be significantly higher or lower than projected. Because the Ixia forecasts cover multiple years, such information by its nature becomes less reliable with each successive year. The Ixia forecasts do not take into account any circumstances or events occurring after the date on which they were prepared. Economic and business environments can and do change quickly, which adds an additional significant level of uncertainty as to whether the results portrayed in the Ixia forecasts will be achieved. As a result, the inclusion of the Ixia forecasts in this proxy statement does not constitute an admission or representation by Ixia or any other person that the information is material. The summary of the Ixia forecasts is not provided to influence Ixia shareholders’ decisions regarding whether to vote for the Merger Proposal.

The Ixia forecasts were not prepared with a view toward compliance with United States generally accepted accounting principles (“GAAP”) or published guidelines of the SEC regarding projections or forward-looking statements; provided, however, that the revenue forecast was prepared in a manner consistent with GAAP.

In light of the foregoing factors and the uncertainties inherent in the Ixia forecasts, Ixia’s shareholders are cautioned not to place undue, if any, reliance on the information presented in the summary of the Ixia forecasts that follows.

As part of its discounted cash flow analysis, Deutsche Bank calculated after-tax unlevered free cash flow based upon financial information provided by Ixia management for the fiscal years ending December 31, 2016, 2017, 2018, and 2019 (the “initial period”). Deutsche Bank calculated after-tax unlevered free cash flow as (a) Adjusted EBITDA, less (b) stock based compensation, less, (c) taxes, less (d) capital expenditures, less (e) change in working capital. Working capital was calculated as current assets plus certain other assets minus current liabilities minus certain other liabilities (including deferred revenue), excluding cash and cash equivalents, income taxes payable, the current portion of long-term debt, and discontinued operations. After-tax unlevered free cash flow for the years ended December 31, 2016, 2017, 2018, and 2019 were calculated as $54 million, $68 million, $79 million, and $95 million, respectively. Deutsche Bank calculated after-tax unlevered free cash flow for the fiscal years ended December 31, 2020 and 2021 as $105 million and $120 million, respectively,

based upon information contained in Ixia management’s forecasts for the initial period and assumptions approved for use by Ixia, which amounts were approved for Deutsche Bank’s use by Ixia.

The Ixia forecasts do not take into account the possible financial impact and other effects of the merger on Ixia and do not attempt to predict or suggest future results following the consummation of the merger. The Ixia forecasts do not give effect to the merger, including the impact of negotiating or executing the merger agreement, the expenses that may be incurred in connection with consummating the merger, the potential synergies that may be achieved following the consummation of the merger, the effect on Ixia of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed, but that were instead altered, accelerated, postponed, or not taken in anticipation of the merger. Further, the Ixia forecasts do not take into account the effect on Ixia of any possible failure of the merger to occur.

For the foregoing reasons, and considering that the special meeting will be held several months after the Ixia forecasts were prepared, as well as the uncertainties inherent in any forecasting information, readers of this proxy statement are cautioned not to place unwarranted reliance on the Ixia forecasts. No one has made or makes any representation to any shareholder regarding the information included in the Ixia forecasts. Ixia urges all Ixia shareholders to review Ixia’s most recent SEC filings for a description of its reported financial results.

Interests of Our Directors and Executive Officers in the Merger

In considering the recommendation of the Ixia board that the shareholders vote to approve the merger, shareholders should be aware that our directors and executive officers have interests in the merger that are different from, or in addition to, the interests of our shareholders generally. Interests of the directors and executive officers are or may be different from or in addition to the interests of the shareholders for the following reasons, among others: potential employment of our executive officers following the merger with Keysight, with the surviving corporation, or with one of their respective affiliates; the treatment pursuant to the merger agreement of outstanding Ixia stock options and Ixia RSUs held by them; potential change in control severance compensation and benefits payable to them under our officer severance plans; and their rights under the merger agreement to ongoing indemnification and insurance coverage. The members of the Ixia board were aware of such different or additional interests and considered those interests, among other matters, in negotiating, evaluating, and approving the merger and the merger agreement, and in recommending to the shareholders that the merger be approved.

Possible New Employment Arrangements

As of the date of this proxy statement, it is expected that certain of our executive officers may, prior to or upon completion of the merger, enter into new employment arrangements with Keysight, with the surviving corporation, or with one of their respective affiliates. As of the date of this proxy statement, however, none of our executive officers has agreed upon the terms of, or entered into, any such employment arrangement.

Treatment of Ixia Equity Awards

Ixia Stock Options. Each Ixia stock option, whether vested or unvested, that is outstanding immediately prior to the effective time will, at the effective time, automatically become fully vested (to the extent not then vested) and be cancelled in consideration for the right to receive, following the effective time, a cash payment equal to the product of (a) the total number of shares of Ixia common stock subject to such cancelled Ixia stock option immediately prior to the effective time and (b) the excess, if any, of (1) the merger consideration of $19.65 per share over (2) the exercise price per share of such cancelled Ixia stock option, without interest and as reduced by the amount of any tax withholding required by law. Each Ixia stock option with respect to which, immediately prior to the effective time, the exercise price per share subject thereto is equal to or greater than $19.65 will be cancelled at the effective time in exchange for no consideration.

Ixia Restricted Stock Unit Awards. At the effective time, each Ixia RSU will automatically become fully vested and be cancelled in consideration for the right to receive, following the effective time, a cash payment with respect thereto equal to the product of (a) the total number of shares of Ixia common stock subject to such Ixia RSU immediately prior to the effective time and (b) the merger consideration of $19.65 per share, without interest and as reduced by the amount of any tax withholding required by law. If immediately prior to the

effective time, an Ixia RSU remains subject to a performance-based vesting condition, such Ixia PRSU will, at such time and in accordance with the terms thereof, become earned at the target performance level, and such Ixia PRSU will, at the effective time, become fully vested and be cancelled in consideration for the right to receive, following the effective time, a cash payment with respect thereto that is the same as the cash payment described in the preceding sentence for other Ixia RSUs that are cancelled at the effective time.

Ixia, as the surviving corporation in the merger, will cause the option payments and the RSU payments to be paid, less any required tax withholdings, as promptly as practicable following the effective time (and not later than the first regularly scheduled payroll date on or after the fifth business day after the effective time) through its payroll systems.

Quantification of Outstanding Equity Awards

Ixia Stock Options . The following table sets forth, for each of our executive officers and directors, as of March 10, 2017 and assuming that the merger is completed on March 10, 2017: (a) the total number of shares of Ixia common stock subject to vested Ixia stock options, (b) the aggregate value of such vested Ixia stock options, based on the merger consideration and without taking into consideration any required tax withholding, (c) the total number of shares of Ixia common stock subject to unvested Ixia stock options that become fully vested at the effective time, (d) the aggregate value of such unvested Ixia stock options, based on the merger consideration and without taking into consideration any tax withholding required by law, and (e) the total amount of consideration to be paid to such individuals with respect to their Ixia stock options in connection with the merger, without taking into consideration any tax withholding required by law. The numbers and amounts in the table do not reflect any exercises or grants of Ixia stock options that may occur between March 10, 2017 and the actual closing date of the merger. The numbers also do not include shares that our executive officers may acquire after March 10, 2017 under the Ixia 2010 Employee Stock Purchase Plan, as amended, and do not reflect Ixia stock options with an exercise price greater than $19.65 per share, which options will be cancelled at the effective time without the payment of any consideration therefor.

Ixia RSUs . The following table sets forth, for each of our executive officers and directors, as of March 10, 2017 and assuming an effective time for the merger on March 10, 2017: (a) the total number of shares of Ixia common stock subject to Ixia RSUs (other than Ixia RSUs subject to performance-based vesting conditions), (b) the aggregate value of such RSUs, based on the merger consideration and without taking into consideration any tax withholding required by law, (c) the total number of shares of Ixia common stock subject to Ixia RSUs

that are subject to performance-based vesting conditions and will become earned at target performance levels immediately prior to the effective time, (d) the aggregate value of such RSUs that will become earned at the target performance level immediately prior to the effective time, based on the merger consideration and without taking into consideration any tax withholding required by law, and (e) the total amount of consideration to be paid to such individuals with respect to their Ixia RSUs in connection with the merger, without taking into consideration any tax withholding required by law. The numbers and amounts do not reflect any vesting or grants of Ixia RSUs that may occur between March 10, 2017 and the actual closing date of the merger.

Change in Control Severance Compensation and Benefits

Ixia currently has two officer severance plans. In 2000, we adopted the original Ixia Officer Severance Plan, which, as amended, is referred to in this proxy statement as the “2000 severance plan.” In 2009, we effectively created a second officer severance plan by amending and restating the original Ixia Officer Severance Plan in the form of the “Ixia Officer Severance Plan (As Amended and Restated effective January 1, 2009),” which plan, as amended, was further amended and restated in February 2016 in the form of the “Ixia Officer Severance Plan (As Amended and Restated effective February 12, 2016).” That plan, as amended, is referred to in this proxy statement as our “2009 severance plan.” The 2009 severance plan currently applies to all of our executive officers other than Mr. Ginsberg, who in January 2009 made an irrevocable election to remain as an eligible officer under the 2000 severance plan.

Under the applicable severance plan, each of our executive officers is eligible to receive cash severance compensation and benefits if his or her employment terminates under certain conditions in connection with a change in control of the Company, such as the proposed merger.

In connection with the merger, an executive officer will be eligible to receive severance compensation and benefits if, upon or within two years following the change in control, he or she (a) is terminated by the surviving corporation or the acquiror without “cause” (as defined in the applicable severance plan) or (b) elects to terminate his or her employment for “good reason” (as defined in the applicable severance plan).

The 2000 severance plan and the 2009 severance plan both define “cause” to include, among other things, conduct amounting to gross incompetence, refusal or failure to perform material, appropriate duties, or to follow important policies, certain unlawful acts, and material breaches of nondisclosure agreements and confidentiality

obligations. The 2000 severance plan defines “good reason” to include, among other things, a reduction in annual base salary, a reduction in or discontinuation of certain benefits, a requirement that the officer be based for six months or more at a location more than 30 miles from the officer’s principal place of employment prior to the change in control, the assignment to the officer of duties significantly inconsistent with the officer’s position prior to the change in control, or a significantly adverse change in the nature or status of the officer’s responsibilities or conditions of employment from those in effect prior to the change in control. The 2009 severance plan generally defines “good reason” to include, among other things, a material diminution in compensation or in the officer’s authority, duties, or responsibilities, a material change in the geographic location at which the officer must perform services, or any action or inaction constituting a material breach of the 2009 severance plan or any agreement under which the officer provides services to the Company.

Severance benefits under both of our severance plans include cash severance compensation as well as continuation, at the Company’s expense, of health care insurance for a period of 18 months following termination of employment.

Under the 2000 severance plan, in the event of a qualifying termination of employment in connection with the merger, Mr. Ginsberg will be entitled to receive cash severance compensation equal to 300% of his highest “annual compensation.” The 2000 severance plan defines “annual compensation” as the sum of the officer’s annual base salary rate for a calendar year plus the bonus earned for the immediately preceding calendar year.

Under the 2009 severance plan, in the event of a qualifying termination of employment in connection with the merger, each executive officer other than Mr. Ginsberg will be entitled to receive cash severance equal to a percentage (200% in the case of Ms. Mayer and 125% in the case of other executive officers) of his or her most recent annual compensation, which is defined as the sum of the officer’s highest regular rate of base salary during the calendar year in which termination occurs and his or her target bonus for that year (or for the prior calendar year if his or her target bonus has not yet been approved for the year during which termination occurs).

The table under “ ^__ Golden Parachute Compensation” below sets forth the amounts of the cash severance payments and the estimated values of the health care coverage benefit that each of Ms. Mayer and Messrs. Novak, Ginsberg, Pepe, and Cox would receive under the applicable severance plan if he or she were to experience a qualifying termination of employment on an assumed closing date for the merger of March 10, 2017. If our other executive officers were to become entitled to such severance compensation and benefits in connection with the merger, the amounts of the cash severance compensation that, subject to the terms and conditions of the applicable plan, they would receive would be as follows: Mr. Alexander - $660,000, Mr. Colston - $600,000, Ms. Hattar - $700,000, Ms. Key - $831,250, and Mr. Williams - $580,000.

Each of our severance plans contains a “280G best net after-tax” provision. Under that provision, if, in connection with a change in control of the Company an eligible officer becomes entitled to receive severance compensation and benefits and the amount of such severance compensation and benefits would require that the officer pay an excise tax under Sections 280G and 4999 of the Code, the officer will receive either (1) the full severance compensation and benefits to which he or she is entitled under the applicable severance plan, subject to his or her payment of the excise tax, or (2) if greater, the full amount of such severance compensation and benefits as reduced by the minimum amount necessary to ensure that the excise tax will not apply.

As a condition of receiving severance benefits under either severance plan, an executive officer is required to sign a severance agreement that includes, among other provisions, a release of certain claims he or she may have against Ixia and post-termination non-solicitation and non-disparagement provisions. Under both severance plans, cash severance compensation is typically paid out in 12 equal installments over approximately 13 months following the termination of an officer’s employment.

Golden Parachute Compensation

As required by Item 402(t) of Regulation S-K, the following table sets forth, for our named executive officers, compensation that is based on or otherwise relates to the merger and that may (in the case of “double trigger” arrangements) or will (in the case of “single trigger” arrangements) become payable to or realized by such individuals. For purposes of this proxy statement, our “named executive officers” are those individuals who will be identified as named executive officers either in Ixia’s proxy statement for its 2017 annual meeting of shareholders or in an amendment on Form 10-K/A to Ixia’s Annual Report on Form 10-K for its fiscal year ended December 31, 2016.

Specifically, in the event the merger occurs, the compensation that may or will be paid to or realized by our named executive officers will consist of:

The table assumes that: (a) the merger consideration is $19.65 per share, (b) March 10, 2017 is the date of the closing of the merger, (c) at the effective time, the officer experiences a qualifying termination of employment that entitles him or her to change in control severance compensation and benefits under the terms of our applicable officer severance plan, and (d) the officer does not receive a reduction in severance compensation and benefits as a result of the potential imposition of an excise tax under Sections 280G and 4999 of the Code as described above under “ ^__ Change in Control Severance Compensation and Benefits.”

Please note that the amounts set forth in the table are subject to a non-binding, advisory vote of our shareholders, as described in the section entitled “ Proposal 3- Golden Parachute Compensation Proposal ” beginning on page 27 of this proxy statement.

Indemnification and Insurance

Pursuant to the terms of the merger agreement, Ixia’s directors and executive officers will be entitled to certain ongoing indemnification from the surviving corporation after the effective time, as well as indemnification and coverage under directors’ and officers’ liability insurance policies. Such indemnification and insurance coverage is further described in the section entitled “ The Merger Agreement — Indemnification and Insurance ” beginning on page 71 of this proxy statement.

Delisting and Deregistration of Shares of Ixia Common Stock

If the merger is completed, Ixia common stock will no longer be listed on NASDAQ, we will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC.

Material U.S. Federal Income Tax Consequences

The following discussion summarizes the material U.S. federal income tax consequences of the merger to holders of Ixia common stock. This discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended, which we refer to as the Code, the U.S. Treasury Regulations promulgated thereunder, and judicial and administrative rulings, all as in effect as of the date of this proxy statement and all of which are subject to change or varying interpretation, possibly with retroactive effect. Any such changes could affect the accuracy of the statements and conclusions set forth herein. No ruling has been requested from the Internal Revenue Service (the “IRS”) in connection with the merger. Accordingly, the discussion below neither binds the IRS nor precludes it from adopting a contrary position. No opinion of counsel has been or will be rendered with respect to the tax consequences of the merger.

This discussion assumes that holders of Ixia common stock hold their shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a holder of Ixia common stock in light of such holder’s particular circumstances, nor does it discuss the special considerations applicable to holders of Ixia common stock subject to special treatment under the U.S. federal income tax laws, such as, for example, financial institutions or broker-dealers, mutual funds, partnerships, or other pass-through entities and their partners or members, tax-exempt organizations, insurance companies, real estate investment trusts, personal holding companies, regulated investment companies, dealers in securities, or foreign currencies, traders in securities who elect mark-to-market method of accounting, controlled foreign corporations, passive foreign investment companies, U.S. expatriates, holders who hold Ixia common stock as part of a hedge, straddle, constructive sale, or conversion transaction, and holders whose functional currency is not the U.S. dollar. This discussion does not address the impact of the Medicare contribution tax or any aspect of foreign, state, local, alternative minimum, estate, gift, or other tax law that may be applicable to a holder. In addition, this discussion does not address the U.S. federal income tax consequences to dissenting shareholders or holders of Ixia common stock who acquired their shares through stock option, restricted stock unit, or stock purchase plan programs or in other compensatory arrangements.

We intend this discussion to provide only a general summary of the material U.S. federal income tax consequences of the merger to holders of Ixia common stock. We do not intend it to be a complete analysis or description of all potential U.S. federal income tax consequences of the merger.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Ixia common stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Accordingly, entities or arrangements treated as partnerships that hold Ixia common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences of the merger to them.

All shareholders should consult their own tax advisors to determine the particular tax consequences to them (including the application and effect of any state, local, or foreign income, and other tax laws) of the receipt of cash in exchange for shares of Ixia common stock pursuant to the merger.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Ixia common stock that, for U.S. federal income tax purposes, is or is treated as any of the following:

A “non-U.S. holder” is a beneficial owner (other than a partnership or any entity or arrangement treated as a partnership for U.S. federal income tax purposes) of Ixia common stock that is not a U.S. holder.

U.S. Holders

The merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. holder generally will recognize gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received pursuant to the merger (determined before the deduction of any applicable withholding taxes) and such U.S. holder’s adjusted tax basis in the shares cancelled and converted into cash pursuant to the merger. A U.S. holder’s adjusted tax basis will generally equal the price the U.S. holder paid for such shares. Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the holder’s holding period for such shares exceeds one year as of the date of the merger. Long-term capital gains recognized by certain non-corporate U.S. Holders, including individuals, generally will be taxable at a reduced rate. The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of Ixia common stock at different times or different prices, such U.S. holder must determine such holder’s tax basis, holding period, and gain or loss, including whether any gain is long-term capital gain, separately with respect to each block of Ixia common stock.

Additional Tax on Net Investment Income

Certain U.S. holders are subject to an additional 3.8% tax on certain net investment income earned by individuals and certain estates and trusts, including any gain recognized in connection with the merger. In the case of an individual, the tax will be imposed on the lesser of (i) the shareholder’s net investment income or (ii) the amount by which the shareholder’s modified adjusted gross income exceeds a certain threshold (which is $250,000 in the case of married individuals filing jointly, $125,000 in the case of married individuals filing separately, and $200,000 in all other cases). Certain estates and trusts that are U.S. holders also may be subject to this tax on gain recognized as a result of the merger that is taxable to the estate or trust and not its beneficiaries. In the case of an estate or trust subject to the tax on net investment income, the threshold at which the estate or trust becomes subject to taxation is substantially lower (currently, $12,500) than in the case of an individual.

Non-U.S. Holders

Any gain realized on the receipt of cash in exchange for Ixia common stock pursuant to the merger by a non-U.S. holder generally will not be subject to U.S. federal income tax unless:

is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during such non-U.S. holder’s ownership of more than 5% of the outstanding shares of Ixia common stock. The Company does not believe that it is or was a “United States real property holding corporation” for U.S. federal income tax purposes.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular graduated U.S. federal income tax rates. A non-U.S. holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

Backup Withholding and Information Reporting

A U.S. holder may be subject to backup withholding on all payments to which such U.S. holder is entitled in connection with the merger, unless the U.S. holder provides his, hers, or its correct taxpayer identification number and complies with applicable certification procedures or otherwise establishes an exemption from backup withholding. In addition, if the paying agent is not provided with a U.S. holder’s correct taxpayer identification number or other adequate basis for exemption, the U.S. holder may be subject to certain penalties imposed by the IRS. Each U.S. holder should complete and sign the IRS Form W-9 included as part of the letter of transmittal and timely return it to the paying agent in order to avoid backup withholding, unless an exemption applies and is established in a manner satisfactory to the paying agent.

Certain non-U.S. holders may also be subject to backup withholding unless they establish an exemption from backup withholding in a manner satisfactory to the paying agent (such as by completing and signing an appropriate IRS Form W-8) and otherwise comply with the backup withholding rules. Non-U.S. holders should consult their own tax advisors regarding these matters.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will generally be allowable as a refund or credit against a holder’s U.S. federal income tax liability, provided that certain required information is timely furnished to the IRS.

Payments made pursuant to the merger will also be subject to information reporting unless an exemption applies.

THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX CONSEQUENCES RELEVANT TO IXIA SHAREHOLDERS. THE TAX CONSEQUENCES OF THE MERGER MAY VARY DEPENDING UPON THE PARTICULAR CIRCUMSTANCES OF EACH SHAREHOLDER. YOU SHOULD CONSULT YOUR TAX ADVISOR CONCERNING THE FEDERAL, STATE, LOCAL, FOREIGN, AND/OR OTHER TAX CONSEQUENCES OF THE MERGER TO YOU.

Regulatory Matters

Under the HSR Act, and the rules and regulations promulgated thereunder by the FTC, the merger cannot be consummated until, among other things, notifications have been given and certain information has been furnished to the FTC and the DOJ, and all applicable waiting periods have expired or been terminated. Ixia and Keysight filed their respective notification and report forms pursuant to the HSR Act with the DOJ and the FTC on February 15, 2017, and each requested “early termination” of the waiting period. Early termination of the waiting period was granted on February 27, 2017.

At any time before the effective time, the FTC, the DOJ, state attorneys general, or private parties can file suit under the antitrust laws seeking to enjoin consummation of the merger. There can be no assurance that the merger will not be challenged on antitrust grounds or, if such a challenge is made, that the challenge will not be successful.

Other Jurisdictions

Additionally, under the merger agreement, the merger cannot be completed until any approval or clearance required under the antitrust laws of Germany, Israel, and Russia has been obtained. The parties made the required pre-merger filings with the applicable governmental authorities in Germany and Israel.

There can be no assurance that Ixia and Keysight will be able to obtain all required regulatory clearances and approvals.

Dissenters’ Rights

Holders of shares of Ixia common stock who vote their shares of Ixia common stock “ AGAINST ” the Merger Proposal and who properly demand the purchase of such shares in accordance with Chapter 13 of the CGCL will not have such shares converted into the right to receive consideration otherwise payable to the holders of shares of Ixia common stock at the effective time, but such shares will instead be converted into the right to receive such consideration as may be determined to be due pursuant to Chapter 13 of the CGCL. A copy of Chapter 13 of the CGCL is attached to this proxy statement as Annex D.

The following discussion is not a complete statement of the law pertaining to dissenters’ rights under the CGCL and is qualified in its entirety by reference to Sections 1300 through 1313 of the CGCL, the full text of which is attached to this proxy statement as Annex D and incorporated herein by reference. Annex D should be reviewed carefully by any shareholder who wishes to exercise dissenters’ rights or who wishes to preserve the right to do so, since failure to comply with the procedures of the relevant statute in any respect may result in the loss of dissenters’ rights.

Summary of California Dissenters’ Rights

All references in Sections 1300 through 1313 of the CGCL and in this summary to a “shareholder” are to the holder of record of shares of Ixia common stock as to which dissenters’ rights are asserted. A person having a beneficial interest in shares of Ixia common stock that are held of record in the name of another person, such as a broker or nominee, cannot enforce dissenters’ rights directly and must act promptly to cause the holder of record to follow all of the steps summarized below properly and in a timely manner to perfect such person’s dissenters’ rights.

ANY HOLDER OF SHARES OF IXIA COMMON STOCK WISHING TO EXERCISE DISSENTERS’ RIGHTS IS URGED TO CONSULT LEGAL COUNSEL BEFORE ATTEMPTING TO EXERCISE SUCH RIGHTS. FAILURE TO COMPLY STRICTLY WITH ALL OF THE PROCEDURES SET FORTH IN CHAPTER 13 OF THE CGCL, WHICH CONSISTS OF SECTIONS 1300-1313, MAY RESULT IN THE LOSS OF A SHAREHOLDER’S STATUTORY DISSENTERS’ RIGHTS.

Under the CGCL, shares of Ixia common stock must satisfy each of the following requirements to qualify as dissenting shares:

If you desire to exercise dissenting shareholder rights and to receive the fair market value of your shares of Ixia common stock instead of the merger consideration, your shares must be voted “ AGAINST ” the Merger

Proposal. It will not be sufficient to abstain from voting or for your shares to be subject to a broker non-vote. If you return a signed proxy without indicating your voting preference or with instructions to vote “ FOR ” the Merger Proposal, your shares of Ixia common stock will be voted in favor of the Merger Proposal and you will lose any dissenting shareholder rights. A vote “ AGAINST ” the Merger Proposal does not and will not, in and of itself, constitute a written demand for dissenting shareholder rights within the meaning of Chapter 13 of the CGCL.

Pursuant to Sections 1300 through 1313 of the CGCL, holders of dissenting shares may require us to purchase their dissenting shares for cash at a price equal to the fair market value of such shares determined as of the day of, and immediately prior to, the first announcement of the terms of the merger (which occurred on the morning of January 30, 2017), excluding any appreciation or depreciation as a consequence of the proposed Merger, but adjusted for any stock split, reverse stock split, or stock dividend that becomes effective thereafter (“fair market value”). Shareholders should be aware that an investment banking opinion as to the fairness from a financial point of view of the consideration payable in a transaction such as the merger is not an opinion as to, and does not in any way address, fair market value for purposes of Chapter 13 of the CGCL.

By no later than the date of the special meeting to approve the Merger Proposal, Ixia or its transfer agent must have received from any dissenting shareholder written demand that we purchase such shareholder’s dissenting shares at their fair market value, which written demand will:

The demand and statement should be delivered to Ixia or our transfer agent. If submitted to Ixia, the demand and statement are required to be delivered to: Ixia, 26601 West Agoura Road, Calabasas, California 91302, Attention: Matthew S. Alexander, Corporate Secretary.

Within ten days following approval of the Merger Proposal by the Ixia shareholders, we are required to mail a dissenter’s notice to each Ixia shareholder who has made a written demand for dissenters’ rights pursuant to Chapter 13 of the CGCL and who is entitled to dissenting shareholder rights. The dissenter’s notice from the Company must contain the following:

Within 30 days after the date on which the notice of the approval of the Merger Proposal by the Ixia shareholders is mailed to dissenting shareholders, a dissenting shareholder must submit to Ixia or its transfer agent certificates representing any dissenting shares that the dissenting shareholder demands we purchase, so that such dissenting shares may either be stamped or endorsed with the statement that the shares are dissenting shares or be exchanged for certificates of appropriate denomination so stamped or endorsed. If the dissenting shares are uncertificated, then such shareholder must provide written notice of the number of shares which the shareholder demands that we purchase within 30 days after the date of the mailing of the notice of the approval of the Merger Proposal. If submitted to Ixia, the Ixia certificates or notice are required to be delivered to: Ixia, 26601 West Agoura Road, Calabasas, California, 91302 Attention: Matthew S. Alexander, Corporate Secretary.

If upon the dissenting shareholder’s surrender of the certificates representing the dissenting shares and/or the dissenting shareholder’s written notice with respect to uncertificated dissenting shares, a dissenting shareholder and we agree upon the price to be paid for the dissenting shares and agree that such shares are dissenting shares, then the agreed price is required by law to be paid (with interest thereon at the legal rate on judgments from the

date of the agreement) to the dissenting shareholder within the period ending on the later of (i) 30 days after the date of such agreement upon the price for the dissenting shares, or (ii) 30 days after any statutory or contractual conditions to the completion of the merger are satisfied. In the case of certificated securities, such payment will be subject to surrender of the certificates representing the dissenting shares. Any agreement fixing the fair market value of any dissenting shares as between Ixia and a dissenting shareholder will be filed with Ixia’s secretary.

If a dissenting shareholder and we disagree as to the price for such dissenting shares or disagree as to whether such shares are entitled to be classified as dissenting shares, such shareholder has the right to bring an action in the superior court of the proper California county, within six months after the date on which the notice of the shareholders’ approval of the Merger Proposal is mailed, to resolve such dispute. In such action, the court will determine whether the shares of Ixia common stock held by such shareholder are dissenting shares and/or the fair market value of such shares of Ixia common stock. If both the status of the shares as dissenting shares and the fair market value of such shares are at issue, the court will determine the status of the shares first.

In determining the fair market value of the dissenting shares, the court may appoint one or more impartial appraisers to make the determination. Within a time fixed by the court, the appraiser, or if there is more than one appraiser, a majority of them, will make and file a report with the court. If the appraiser(s) cannot determine the fair market value within ten days of appointment, or within a longer time determined by the court, or the court does not confirm the report of the appraiser(s), then the court will determine the fair market value. Upon a motion made by any party, the report will be submitted to the court and considered evidence as the court considers relevant. The costs of the proceedings, including reasonable compensation to the appraiser(s) to be fixed by the court, will be allocated between us and the dissenting shareholder(s) as the court deems equitable. However, if the appraisal of the fair market value of our shares exceeds the price offered by us in the notice of approval of the Merger Proposal, then we will pay the costs. If the fair market value of the shares awarded by the court exceeds 125% of the price offered by us, then the court may in its discretion impose additional costs on us, including attorneys’ fees, fees of expert witnesses, and interest.

Our shareholders considering whether to exercise dissenters’ rights should consider that the fair market value of their shares of Ixia common stock determined under Chapter 13 of the CGCL could be more than, the same as, or less than the value of the consideration to be issued and paid in connection with the merger, as set forth in the merger agreement. Also, we reserve the right to assert in any appraisal proceeding that, for purposes thereof, the fair market value of shares of Ixia common stock is less than the value of the consideration to be issued and paid in connection with the merger, as set forth in the merger agreement. Our shareholders considering whether to exercise dissenters’ rights should consult with their tax advisors for the specific tax consequences of the exercise of dissenters’ rights.

Strict compliance with certain technical prerequisites is required to exercise dissenters’ rights. Our shareholders wishing to exercise dissenters’ rights should consult with their own legal counsel in connection with compliance with Chapter 13 of the CGCL. Any Ixia shareholder who fails to comply with the requirements of Chapter 13 of the CGCL, a copy of which is attached as Annex D to this proxy statement, will forfeit the right to exercise dissenters’ rights and will, instead, receive the consideration to be issued and paid in connection with the merger, as set forth in the merger agreement.

Except as expressly limited by Chapter 13 of the CGCL, holders of dissenting shares continue to have all the rights and privileges incident to their shares until the fair market value of their shares is agreed upon or determined.

Dissenting shares lose their status as dissenting shares, and holders of dissenting shares cease to be entitled to require us to purchase such shares, upon the happening of any of the following:

Financing of the Merger

Consummation of the merger is not subject to Keysight’s ability to obtain financing. However, Keysight expects to obtain financing for a portion of the consideration for the merger.

Keysight expects to finance the merger and related fees and expenses with a combination of cash on hand, the issuance of new senior notes and/or equity securities, and borrowings under new or existing credit facilities. In the event that the sum of the proceeds of such new senior notes, equity securities, and borrowings under new or existing credit facilities (limited to $170,000,000 in the case of revolving borrowings) is less than $1,684,000,000, the difference will be available under the bridge facility described in more detail below, subject to the satisfaction of customary closing conditions.

On January 30, 2017, Keysight entered into the bridge commitment letter with Goldman Sachs Bank, BNP Paribas, and BNP Paribas Securities Corp. pursuant to which Goldman Sachs Bank and BNP Paribas have each committed to provide, subject to the terms and conditions set forth in the bridge commitment letter, 50% of a 364-day $1,684,000,000 senior unsecured bridge facility. The bridge facility is available to finance the merger and to pay related fees and expenses related thereto to the extent that Keysight does not finance such consideration and fees and expenses through the issuance of new senior notes, equity securities, and borrowings under new or existing credit facilities as described above. Goldman Sachs Bank and BNP Paribas Securities Corp. are the joint lead arrangers and joint bookrunners for the bridge facility, and Goldman Sachs Bank will be the administrative agent thereof.

The bridge financing is conditioned on the execution by Keysight of a definitive bridge loan agreement and related agreements, as well as other customary conditions, including, but not limited to:

If any portion of the bridge financing or other sources of funding becomes unavailable, and such portion is reasonably required to fund the aggregate merger consideration and all fees and expenses payable by Keysight and Merger Sub in connection with the transactions contemplated by the merger agreement, then Keysight and Merger Sub must use their reasonable best efforts to obtain alternative financing in an amount sufficient to pay the aggregate merger consideration and all such fees and expenses.

Litigation Related to the Merger

Two purported class action complaints relating to the merger have been filed in the United States District court for the Central District of California on behalf of putative classes of Ixia’s public shareholders. The first action was filed on February 23, 2017, and is captioned Witmer v. Ixia, et al., Case No. 2:17-cv-01483. The second action was filed on March 8, 2017, and is captioned Krishna v. Ixia, et al., Case No. 2:17-cv-01840. The actions name as defendants Ixia and its directors, as well as Keysight and Merger Sub. The actions assert similar

claims relating to Ixia’s disclosures in connection with the merger. Both complaints allege, among other things, that Ixia omitted material information with respect to the proposed merger from the preliminary proxy statement that it filed with the SEC on February 15, 2017, in connection with the proposed merger and that, as a result, (i) Ixia and the members of the Ixia Board violated Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, and (ii) such directors, as well as Keysight and Merger Sub, violated Section 20(a) of the Exchange Act. Plaintiff in the Witmer action seeks an order enjoining the proposed merger or, if the merger is consummated, rescinding the merger or awarding rescissory damages; an order requiring that the directors disseminate a revised proxy statement; and an award of the plaintiff's costs of the action, including reasonable attorneys' and experts' fees. Plaintiff in the Krishna action seeks an order enjoining the proposed merger and awarding the plaintiff her costs of the action, including reasonable attorneys' and experts' fees.

We believe both complaints are without merit.

THE MERGER AGREEMENT

The following is a summary of the material terms and conditions of the merger agreement. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached to this proxy statement as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read the merger agreement carefully and in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

Explanatory Note Regarding the Merger Agreement

The following summary of the merger agreement, and the copy of the merger agreement attached as Annex A to this proxy statement, are intended to provide information regarding the terms of the merger agreement and are not intended to provide any factual information about Ixia or modify or supplement any factual disclosures about Ixia in its public reports filed with the SEC. In particular, the merger agreement and the following summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to Ixia. The merger agreement contains representations and warranties made by, and covenants of, Ixia, Keysight, and Merger Sub which were made only for purposes of the merger agreement and as of specified dates. The representations, warranties, and covenants in the merger agreement were made solely for the benefit of the parties to the merger agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts, and may be subject to contractual standards of materiality or material adverse effect applicable to the contracting parties that generally differ from those applicable to shareholders. In addition, information concerning the subject matter of the representations, warranties, and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in Ixia’s public disclosures. Shareholders have limited third-party beneficiary rights under the merger agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, the description of the merger agreement below does not purport to describe all of the terms of such agreement and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Annex A and is incorporated herein by reference.

The Merger; Articles of Incorporation; Bylaws; Directors and Officers

The merger agreement provides that Merger Sub, a wholly owned subsidiary of Keysight formed on February 1, 2017, will be merged with and into Ixia. Ixia will be the surviving corporation of the merger and continue its corporate existence as a wholly owned subsidiary of Keysight. The articles of incorporation and bylaws of Merger Sub that are in effect immediately before the effective time will become the articles of incorporation and bylaws of the surviving corporation, although the articles of incorporation and bylaws will be amended to reflect the name of the surviving corporation as “Ixia.”

On February 2, 2017, Merger Sub, Keysight, and Ixia entered into a joinder, pursuant to which Merger Sub agreed to be bound by the merger agreement and will be the Keysight subsidiary which will merge with and into Ixia.

The directors of Merger Sub immediately prior to the effective time will be the directors of the surviving corporation, and the individuals appointed by Keysight prior to or as of the effective time will be the officers of the surviving corporation.

Effective Time

The closing of the merger will take place at 10:00 a.m., Eastern time, on the third business day following the satisfaction or waiver of the conditions set forth in the merger agreement (other than those conditions that by their nature are to be satisfied by actions taken at the closing, but subject to the satisfaction or waiver of those conditions), or at such place or such other time or date as will be agreed in writing between Ixia and Keysight.

Notwithstanding the foregoing, Keysight and Merger Sub will not be obligated to effect the closing prior to the fifth business day following the day Ixia has provided to Keysight and Merger Sub certain required financial information.

The merger will be effective when Ixia and Merger Sub file an executed agreement of merger and officers’ certificates as required by the CGCL with the Secretary of State of the State of California, as provided by the CGCL, or at such later time as may be agreed by Ixia and Keysight and specified in the agreement of merger.

Merger Consideration

At the effective time, each share of Ixia common stock that is issued and outstanding immediately prior to the effective time (other than shares owned by Keysight or Merger Sub, or by any subsidiary of Keysight, Merger Sub, or Ixia, which will be cancelled, and other than dissenting shares) will be converted into the right to receive the merger consideration of $19.65 per share in cash, without interest and less any applicable withholding taxes.

Each share of Merger Sub common stock that is issued and outstanding immediately prior to the effective time will be converted into one share of common stock of the surviving corporation, and such converted shares will thereafter constitute the only outstanding shares of capital stock of the surviving corporation.

Treatment of Ixia Equity Awards

Ixia Stock Options. Each Ixia stock option, whether vested or unvested, that is outstanding immediately prior to the effective time will, at the effective time, automatically become fully vested (to the extent not then vested) and be cancelled in consideration for the right to receive, following the effective time, a cash payment equal to the product of (a) the total number of shares of Ixia common stock subject to such cancelled Ixia stock option immediately prior to the effective time and (b) the excess, if any, of (1) the merger consideration of $19.65 per share over (2) the exercise price per share of such cancelled Ixia stock option, without interest and as reduced by the amount of any tax withholding required by law. Each Ixia stock option with respect to which, immediately prior to the effective time, the exercise price per share subject thereto is equal to or greater than $19.65 will be cancelled at the effective time in exchange for no consideration.

Ixia Restricted Stock Unit Awards. At the effective time, each Ixia RSU will automatically become fully vested and be cancelled in consideration for the right to receive, following the effective time, a cash payment with respect thereto equal to the product of (a) the total number of shares of Ixia common stock subject to such Ixia RSU immediately prior to the effective time and (b) the merger consideration of $19.65 per share, without interest and as reduced by the amount of any tax withholding required by law. If immediately prior to the effective time, an Ixia RSU remains subject to a performance-based vesting condition, such Ixia PRSU will, at such time and in accordance with the terms thereof, become earned at the target performance level, and such Ixia PRSU will, at the effective time, become fully vested and be cancelled in consideration for the right to receive, following the effective time, a cash payment with respect thereto that is the same as the cash payment described in the preceding sentence for other Ixia RSUs that are cancelled at the effective time.

Ixia, as the surviving corporation in the merger, will cause the option payments and the RSU payments to be paid, less any required tax withholdings, as promptly as practicable following the effective time (and not later than the first regularly scheduled payroll date on or after the fifth business day after the effective time) through its payroll systems.

Treatment of Ixia Employee Stock Purchase Plan

Commencing on January 30, 2017, the Ixia ESPP ceased to accept any new participants, and no participant in the Ixia ESPP is permitted to alter his or her contributions after such date (other than to discontinue participation in the Ixia ESPP). No new offering periods may be commenced under the Ixia ESPP after January 30, 2017, and any offering periods in effect as of January 30, 2017 will be terminated effective as of (a) the last day of the current purchase period or (b) if earlier, prior to the effective time, and all amounts then credited to the accounts of participants will be used to purchase shares of Ixia common stock in accordance with the terms of the Ixia ESPP. All accumulated contributions of each participant as of the termination of the Ixia ESPP that are not used to purchase shares of Ixia common stock pursuant to the Ixia ESPP will be returned to the participants, without interest. The Ixia ESPP will terminate as of the effective time.

Payment Procedures

At the closing, Keysight will deposit funds with a paying agent selected by Keysight and reasonably acceptable to Ixia in an amount necessary for the payment of the aggregate merger consideration.

Within three business days after the effective time, the paying agent will mail to each holder of record of certificates representing Ixia common stock immediately prior to the effective time (other than holders who properly exercise (and have not withdrawn or lost) their dissenters’ rights) a letter of transmittal and instructions for surrendering such certificates. Upon surrender of any certificate to the paying agent, together with a properly completed letter of transmittal, the holder of such certificate will be entitled to receive the merger consideration in cash for each share of Ixia common stock represented by such certificate, without interest and subject to any applicable withholding taxes.

If any certificate representing Ixia common stock has been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen, or destroyed, and, if required by Keysight or the paying agent, the posting by such person of a bond in such reasonable and customary amount as Keysight or the paying agent may direct as indemnity against any claim that may be made against it or the surviving corporation, the paying agent will issue in exchange for such lost, stolen, or destroyed certificate the merger consideration for each share of Ixia common stock represented by such lost, stolen, or destroyed certificate, without interest and less any applicable withholding taxes.

Any holder of shares of Ixia common stock in book-entry form is not required to deliver a certificate or an executed letter of transmittal to the paying agent. In lieu thereof, each holder of record of one or more shares of Ixia common stock in book-entry form (other than holders who properly exercise (and have not withdrawn or lost) their dissenters’ rights) will, upon receipt by the paying agent of an “agent’s message” in customary form, be entitled to receive the merger consideration for each such share of Ixia common stock, without interest and less any applicable withholding taxes.

Any cash deposited with the paying agent that remains unclaimed for nine months after the effective time will be delivered to the surviving corporation, and any holders of Ixia common stock who have not complied with the exchange procedures in the merger agreement will thereafter look only to the surviving corporation for payment of the merger consideration.

Representations and Warranties

The merger agreement contains customary representations and warranties made by Ixia that are subject, in some cases, to specific exceptions and qualifications contained in the merger agreement, Ixia’s SEC filings, and the matters contained in the disclosure letter delivered by Ixia to Keysight in connection with the merger agreement (the “disclosure letter”). These representations and warranties relate to, among other things:

The merger agreement also contains customary representations and warranties made by Keysight that are subject to specified exceptions and qualifications contained in the merger agreement. The representations and warranties of Keysight to Ixia under the merger agreement, relate to, among other things:

The representations and warranties of each of the parties to the merger agreement will expire upon the effective time.

Many of the representations and warranties in the merger agreement made by Ixia are qualified by a “materiality” or “material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct, individually or in the aggregate, would, as the case may be, be material or have a material adverse effect). For purposes of the merger agreement, a “material adverse effect” with respect to Ixia means any changes, effects, events, occurrences, states of facts, or developments that (a) have had or would reasonably be expected to have a material adverse effect on the business, results of operations, assets, or financial condition of Ixia and its subsidiaries, taken as a whole, or (b) would prevent, materially impair or materially delay the performance by Ixia of, or has or would have a material adverse effect on the ability of Ixia to perform, its obligations under the merger agreement, other than, in the cause of the foregoing clause (a), any change, effect, event, occurrence, state of facts, or development to the extent arising from or attributable to:

provided, however, that the exceptions provided in the second, fourth, fifth, and sixth bullet points above will be taken into account in determining whether a material adverse effect has occurred or would reasonably be expected to occur to the extent any change, effect, event, occurrence, state of facts, or development has a materially disproportionate effect on Ixia and its subsidiaries, taken as a whole, relative to other persons in the industry in which Ixia operates.

Covenants Relating to Conduct of Business Pending the Closing

Under the merger agreement, Ixia agreed that, subject to certain exceptions in the merger agreement and the disclosure letter delivered by Ixia in connection with the merger agreement, between the date of the merger agreement and the earlier of the termination of the merger agreement and the effective time, unless Keysight gives its prior written consent (which may not be unreasonably withheld, conditioned, or delayed), Ixia will, and will cause each of its subsidiaries to, conduct its business in all material respects in the ordinary course of business consistent with past practice, and use commercially reasonable efforts to preserve intact its current business organization, assets, technology, and franchises, keep available the services of its employees, maintain in effect all of its material permits, and maintain relationships with its significant customers, suppliers, and distributors, and others having significant business relations with them.

In addition, subject to certain exceptions set forth in the merger agreement and the disclosure letter that Ixia delivered in connection with the merger agreement, and unless Keysight gives its prior written consent (which may not be unreasonably withheld, conditioned, or delayed), Ixia agreed not to and agreed not to permit any of its subsidiaries to:

Non-Solicitation; Acquisition Proposals; Change in Recommendation

From the time of execution of the merger agreement until the earlier of the date of the termination of the merger agreement and the effective time, subject to certain exceptions described below, Ixia will not, and will cause its subsidiaries and directors, officers, and employees not to, and Ixia will use its reasonable best efforts to cause its representatives not to, directly or indirectly, (a) solicit, initiate, knowingly encourage, or knowingly facilitate any acquisition proposal or any inquiry, expression of interest, proposal, offer, or request for information that would reasonably be expected to lead to or result in an acquisition proposal, or the making or consummation thereof, (b) other than to inform any person of the existence of Ixia’s non-solicitation obligations, enter into, continue, or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information in connection with, or enter into any contract or other agreement or understanding with respect to, any acquisition proposal or any inquiry, expression of interest, proposal, offer, or request for information that would reasonably be expected to lead to or result in an acquisition proposal, or (c) resolve or agree to do any of the foregoing.

At any time prior to obtaining the requisite Ixia shareholder approval, in response to a bona fide written acquisition proposal, which did not result from Ixia’s or its representative’s breach of the non-solicitation

obligations, that the Ixia board determines in good faith (after consultation with its financial advisor and outside legal counsel) constitutes or would reasonably be expected to lead to a superior proposal, Ixia will give Keysight written notice promptly after the Ixia board makes such determination (and in no event later than twenty-four hours after such determination), and Ixia may (a) furnish information to the person making such acquisition proposal pursuant to an acceptable confidentiality agreement (provided that all such information, to the extent not previously provided to Keysight, is provided to Keysight substantially concurrently with the time it is provided to such person), and (b) participate in discussions or negotiations with the person making such acquisition proposal regarding such acquisition proposal.

Ixia must notify Keysight promptly (but in no event later than twenty-four hours) after receipt by Ixia of any acquisition proposal, any inquiry that would be reasonably expected to lead to an acquisition proposal, or of any request for information or for access to the business, properties, assets, books, or records of Ixia or any of its subsidiaries by any person that to the knowledge of Ixia may be considering making, or has made, an acquisition proposal, which notice will be provided orally and in writing and will provide the material terms and conditions of, any such acquisition proposal, indication, or request (including the identity of the person making any such acquisition proposal, indication, or request, and copies of any related documentation, including any related financing commitments). Thereafter, Ixia will keep Keysight informed in writing on a reasonably current basis of the status of, and any material changes to, the terms of any such acquisition proposal and any discussions and negotiations concerning the material terms and conditions thereof.

Subject to certain exceptions described below, the Ixia board may not (a) withdraw or publicly propose to withdraw, or modify or qualify (or publicly propose to modify or qualify) in any manner adverse to Keysight, the Ixia board’s recommendation of the merger agreement, fail to include its recommendation in this proxy statement, fail to recommend that Ixia’s shareholders reject any tender offer or exchange offer that constitutes an acquisition proposal and affirm the Ixia board’s recommendation of the merger agreement, within ten business days after such tender offer or exchange offer is first published, or approve, adopt, or recommend any acquisition proposal (any such action being referred to in this proxy statement as an “adverse recommendation change”), or (b) approve, adopt, or recommend, or propose publicly to approve, adopt, or recommend, or allow Ixia or any of its subsidiaries to execute or enter into any alternative acquisition agreement.

If at any time prior to obtaining the requisite Ixia shareholder approval, a written bona fide acquisition proposal is made and did not result from a breach by Ixia or its representatives of the non-solicitation obligations, and the Ixia board concludes in good faith, after consultation with its financial advisor and outside legal counsel, that such acquisition proposal constitutes a superior proposal and the failure to approve or recommend such superior proposal would be inconsistent with the Ixia board’s fiduciary duties under applicable law, the Ixia board may make an adverse recommendation change, and/or Ixia may terminate the merger agreement, pay the Company termination fee (described below), and concurrently enter into a definitive alternative acquisition agreement with respect to such superior proposal, subject to compliance with the relevant requirements under the merger agreement.

Notwithstanding the foregoing, the Ixia board will not make an adverse recommendation change and Ixia will not be entitled to terminate the merger agreement unless:

The term “acquisition proposal” as used in this proxy statement means any proposal or offer with respect to (a) a merger, consolidation or other business combination, tender offer, exchange offer, or any transaction involving the purchase or acquisition of 20% or more of the shares of Ixia common stock, including as a result of a primary issuance of Ixia common stock, or (b) a direct or indirect purchase or acquisition of 20% or more of the assets or businesses of Ixia and its subsidiaries, taken as a whole.

The term “superior proposal” as used in this proxy statement means any bona fide acquisition proposal (with all references to “20%” in the definition of acquisition proposal being treated as references to “75%”) which the Ixia board concludes in good faith (after consultation with its financial advisor and outside legal counsel), taking into account all financial, legal, regulatory, and other aspects of the acquisition proposal and the person making the acquisition proposal, (a) is on terms more favorable to Ixia’s shareholders from a financial point of view than the transactions contemplated by the merger agreement (after giving effect to any proposed changes by Keysight), (b) is reasonably likely to be completed on a timely basis and does not contain any conditionality that is related to completion of due diligence or having obtained financing for the superior proposal, and (c) the financing of which is fully committed.

The Ixia board may also make an adverse recommendation change if an intervening event has occurred prior to the time the requisite Ixia shareholder approval is obtained, if:

The term “intervening event” as used in this proxy statement means any material change, effect, event, occurrence, state of facts, or development arising after the date of the merger agreement, that (a) was not known to, or reasonably foreseeable by, the Ixia board, or the material consequences of which were not known to, or reasonably foreseeable by, the Ixia board, in each case as of or prior to the date of the merger agreement, (b) becomes known to, or reasonably foreseeable by, the Ixia board prior to the time the requisite Ixia shareholder approval is obtained, and (c) does not involve or relate to (i) an acquisition proposal or a superior proposal or (ii) any fluctuation in the market price or trading volume of Ixia common stock, in and of itself.

(a) an annual rate of salary or wages and annual incentive opportunities that are, in each case, no less favorable than that provided to such employee as of the date of the merger agreement, and (b) employee benefits, that are no less favorable, in the aggregate, to the employee benefits provided to such employee as of the date of the merger agreement. In addition, the flexible spending accounts maintained under Ixia’s cafeteria plan will continue to be maintained through a date ending no earlier than the last day of the calendar year in which the effective time occurs, unless such accounts are merged into successor arrangements maintained by the surviving corporation.

Keysight will cause the surviving corporation to recognize the service of each continuing employee with Ixia or its subsidiaries (as well as service with any predecessor employer of Ixia or its subsidiaries to the extent service with such predecessor employer is recognized by Ixia or its subsidiaries) as if such service had been performed with Keysight with respect to any vacation or severance plans, policies, or programs in which continuing employees are eligible to participate after the effective time for all purposes under such vacation or severance plans, policies, or programs, except, in each case, to the extent such treatment would result in duplicative benefits.

With respect to any welfare plan maintained by Keysight in which continuing employees are eligible to participate after the effective time, subject to certain customary exclusions, Keysight will take commercially reasonable efforts to, or to cause the surviving corporation to, (a) waive all limitations as to preexisting conditions and limitations, exclusions, actively-at-work requirements, waiting periods, and any other restriction that would prevent immediate or full participation under any welfare benefit plan with respect to participation and coverage requirements applicable to such employees to the extent such conditions and exclusions were satisfied or did not apply to such employees under the welfare plans or comparable welfare plans maintained by Ixia prior to the effective time, and (b) provide each continuing employee with credit for any co-payments and deductibles paid in the same plan year in which the effective time occurs in satisfying any analogous deductible or out-of-pocket requirements to the extent applicable under the relevant welfare benefit plan in which continuing employees participate from and after the effective time, as if there had been a single continuous employer, to the extent credited under the welfare plans maintained by Ixia prior to the effective time. Such credited expenses, if any, will count toward any annual or lifetime limits, treatment or visit limits or similar limitations that apply under the terms of the applicable plan.

Prior to the closing date of the merger, Keysight may cause Ixia to terminate its 401(k) plan, effective as of the day prior to the closing of the merger. Following the effective time, and as soon as practicable following a favorable determination letter from the IRS on the termination of the Ixia 401(k) plan, the assets will be distributed to participants and the continuing employees who are at the time actively employed may, to the extent permitted by Keysight’s applicable 401(k) plan, rollover the full account balance (excluding loans) distributed to such employee from the Ixia 401(k) plan into the applicable Keysight 401(k) plan.

The provisions of the merger agreement described above are for the sole benefit of the parties to the merger agreement. Nothing contained in any of these provisions, expressed or implied, confers upon or gives to any person (including for the avoidance of doubt any current or former employees, directors or independent contractors of any of Ixia or its subsidiaries, Keysight or its subsidiaries or, on or after the effective time, the surviving corporation or its subsidiaries), other than the parties to the merger agreement, any legal, equitable or other rights or remedies.