Vistance Networks (VISN) Proxy Filing summary

Executive summary

• A special meeting is called to approve the $10.5B cash sale of the Connectivity and Cable Solutions (CCS) segment to Amphenol, representing about 62% of current revenues and assets, with net proceeds expected to be $10B after taxes and expenses.

• The board unanimously recommends approval of the sale, an advisory vote on executive compensation related to the transaction, and the right to adjourn the meeting if more votes are needed.

• Proceeds will be used to repay all debt, redeem preferred equity, and a substantial portion is expected to be distributed as a special dividend to common shareholders within 90 days of closing.

• The sale is expected to close in the first half of 2026, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the CCS Sale Proposal, (2) a non-binding advisory vote on executive compensation tied to the sale, and (3) adjournment/postponement of the meeting if needed to solicit more votes.

• Approval of the sale requires a majority of outstanding stock (common and Series A Preferred, voting as a single class).

• The board recommends voting FOR all three proposals.

Board of directors and corporate governance

• The board conducted a comprehensive strategic review, considering over 60 potential buyers and multiple proposals, before selecting Amphenol's all-cash offer for the entire CCS business.

• The board considered certainty of value, ability to pay down debt, return capital to shareholders, and the future prospects of the remaining businesses.

• Key supporting stockholders, including certain directors, officers, and Carlyle Partners VII S1 Holdings, entered into voting agreements to support the sale.