Vistance Networks (VISN) Proxy Filing summary

Executive summary

• Agreement for the sale of the Connectivity and Cable Solutions (CCS) segment for $10.5 billion in cash, subject to adjustments, to Amphenol Corporation, with closing expected in the first half of 2026.

• Transaction subject to regulatory approvals, antitrust clearance, and stockholder approval; special stockholder meeting and proxy statement to be filed.

• Termination rights include a 12-month outside date, extendable for regulatory delays, and reciprocal $367.5 million termination fees under certain conditions.

• Ancillary agreements include an Intellectual Property Matters Agreement and Transition Services Agreement for post-closing support.

• Forward-looking statements highlight risks related to transaction completion, regulatory approvals, and business impacts.

Voting matters and shareholder proposals

• Stockholder approval is a key closing condition; a special meeting will be called and a proxy statement distributed.

• Certain directors, officers, and major shareholders have entered into voting agreements to support the transaction.

• Termination fee payable if the company accepts a superior proposal and terminates the agreement.

Board of directors and corporate governance

• Board unanimously approved the transaction and recommends stockholders vote in favor.

• Board retains the right to consider superior proposals and change recommendation under fiduciary duties.