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, citing a robust sale process, certainty of value, ability to repay all debt and redeem preferred equity, and the opportunity to pay a special dividend to shareholders.

• If approved, the sale is expected to close in the first half of 2026, with a special dividend of at least $10 per share anticipated within 90 days of closing, subject to board discretion.

• The company will retain its Access Network Solutions (ANS) and RUCKUS businesses, continue as a public company, and likely change its name and ticker symbol post-closing.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the Purchase Agreement and CCS Sale, (2) an advisory vote on executive compensation related to the sale, and (3) adjournment if more votes are needed.

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

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board conducted a comprehensive strategic review, engaged Evercore as financial advisor, and considered over 60 potential buyers, with multiple rounds of bidding.

• The board considered alternative transactions, the fairness opinion from Evercore, and the support of key shareholders.

• Certain directors, officers, and a major shareholder (Carlyle) have entered into voting agreements to support the sale.