Vistance Networks (VISN) Proxy Filing summary

Executive summary

• Announced definitive agreement to sell Connectivity and Cable Solutions (CCS) segment to Amphenol, expected to close in the first half of 2026, pending regulatory and shareholder approval.

• Transaction aims to increase focus on ANS and RUCKUS businesses, unlock equity value, and return cash to shareholders.

• Strong Q2 2025 financial results reported: net sales of $1.39 billion (up 31.7% YoY) and adjusted EBITDA of $338 million (up 79% YoY), marking five consecutive quarters of growth.

• Raised 2025 adjusted EBITDA guidance to $1.15–$1.20 billion.

• All business segments, including CCS, ANS, and RUCKUS, showed significant year-over-year growth in Q2 2025.

Voting matters and shareholder proposals

• Sale of CCS segment to Amphenol is subject to shareholder approval as part of the transaction closing conditions.

• Proxy materials and other relevant documents will be provided to shareholders for voting on the proposed transaction.

Board of directors and corporate governance

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

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