Prysmian S.p.A. (BIT:PRY) entered into an agreement to acquire Encore Wire Corporation (NasdaqGS:WIRE) for $4.7 billion on April 14, 2024. Prysmian will pay $290 per share in cash for each share of Encore Wire, plus, if applicable, an amount in cash, rounded to the nearest cent, equal to $0.0635 per share multiplied by the number of calendar days elapsed after April 14, 2025 until and excluding the Closing Date. The transaction will be financed through a mix of cash on Prysmian?s Balance Sheet ?1.1 billion ($1.2 billion) and newly committed debt facilities ?3.4 billion ($3.6 billion). Under the terms of the agreement, Encore Wire may solicit alternative acquisition proposals from third parties during a 35-day ?go-shop? period following the date of execution of the merger agreement. The agreement provides that, upon termination of the agreement by the Encore Wire or Prysmian under specified circumstances, a termination fee of $146.54 million will be payable by the Encore Wire to Prysmian and $180 million will be payable by Prysmian to Encore Wire.

The transaction, which has been unanimously approved by each company?s Board of Directors and recommended to its shareholders by Encore Wire?s Board of Directors. The transaction is subject to approval of Encore Wire?s shareholders representing at least a majority of the outstanding shares, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, regulatory approvals, and other customary closing conditions. Avenue Investment Management, acting on behalf of its partners and clients who are shareholders of Encore Wire, formally expressed its reservations regarding the proposed merger on April 15, 2024 where it considered that the offer undervalues Encore. The transaction is expected to close in second half of 2024.

Andor D. Terner, Will Becker and Viq Shariff of O?Melveny & Myers LLP acted as legal advisor and J.P. Morgan Securities LLC acted financial advisor and fairness opinion provider to Encore Wire. Adam O. Emmerich and Zachary S. Podolsky of Wachtell, Lipton, Rosen & Katz is acting as legal advisor and Goldman Sachs Bank Europe SE, Succursale Italia acted as financial advisor to Prysmian.