Vistance Networks (VISN) Proxy Filing summary

Executive summary

• Announced definitive agreement to sell the Connectivity and Cable Solutions (CCS) business to Amphenol for $10.5 billion in cash, with closing expected in the first half of 2026, subject to regulatory and shareholder approval.

• Net proceeds after taxes and expenses are expected to be approximately $10 billion, to be used for debt repayment, preferred equity redemption, and a significant dividend to shareholders within 60–90 days post-closing.

• Second quarter 2025 net sales reached $1.388 billion, up 32% year over year, with adjusted EBITDA of $338 million, up 79% year over year.

• ANS and RUCKUS segments, which will form RemainCo, delivered $513 million in revenue (up 58%) and $127 million in adjusted EBITDA (up 326%) in Q2 2025.

• Raised full-year adjusted EBITDA guidance to $1.15–$1.2 billion, reflecting strong segment performance and market recovery.

Voting matters and shareholder proposals

• Shareholder approval is required for the CCS sale to Amphenol; a proxy statement will be filed and distributed to stockholders with details.

• Directors, executive officers, and certain employees may be considered participants in the proxy solicitation for the transaction.

Board of directors and corporate governance

• Information on executive officers and directors is available in the 2024 Annual Report and the March 2025 definitive proxy statement.