Avanos Medical (AVNS) Proxy filing summary

Executive summary

• Avanos Medical has agreed to be acquired by affiliates of American Industrial Partners (AIP), transitioning from a public to a private company valued at approximately $1.272 billion, with the transaction expected to close by the second half of 2026, pending regulatory and shareholder approvals.

• The acquisition aims to provide Avanos with enhanced resources, flexibility, and support for its innovation roadmap, competitive positioning, and long-term growth, while maintaining its name, brand, headquarters, and leadership continuity.

• Employees, customers, and partners are assured of business continuity, with no anticipated changes to day-to-day operations, compensation, or benefits until the deal closes.

• Shareholders will receive $25.00 in cash per share upon completion, and unvested equity awards will accelerate vesting at closing.

• Forward-looking statements highlight potential risks, including deal timing, competing proposals, regulatory approvals, and impacts on relationships with stakeholders.

Voting matters and shareholder proposals

• Shareholders will be asked to approve the merger agreement at a special meeting, with detailed information to be provided in the forthcoming proxy statement.

• The proxy statement will outline the interests of directors, executive officers, and other participants in the solicitation of proxies.

Board of directors and corporate governance

• The board conducted a thorough review and determined the transaction with AIP maximizes shareholder value and positions the company for future success.

• No changes to the current leadership team are planned as a result of the transaction.