Prysmian S.p.A. entered into an agreement to acquire Encore Wire Corporation from BlackRock, Inc., The Vanguard Group, Inc., Dimensional Fund Advisors LP and others for $4.7 billion.
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. Encore will pay J.P. Morgan an estimated fee of $53 million, $5 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion. 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. Equiniti Trust Company, LLC is the transfer agent for shares of Encore. D.F. King & Co., Inc. is the as Encore?s proxy solicitor and will receive a fee of $30,000.