ENCORE WIRE CORP: M&A transaction — Encore Wire acquired by Prysmian for $290/share; stock delisted from Nasdaq

ENCORE WIRE CORP

Merger closed July 2, 2024; Encore stockholders received $290.00 per share in cash.
All prior directors resigned; Andrea Pirondini and Saskia Veerkamp appointed as new board.
CEO Daniel Jones awarded $15M in bonuses; CFO Bret Eckert awarded $11.25M plus non-compete.
Encore repaid and terminated its Credit Agreement with Bank of America upon closing.
Encore Common Stock ceased trading on Nasdaq and will be deregistered with SEC.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Andrea Pirondini

Director

ENCORE WIRE CORP

Effective: 2024-07-02
Filed: July 2, 2024, 7:59 PM ET

Effective as of the Effective Time, the sole stockholder of Encore following the consummation of the Merger appointed the following individuals as the directors of Encore: Andrea Pirondini and Saskia Maria Veerkamp.

Appointed

Saskia Maria Veerkamp

Director

ENCORE WIRE CORP

Effective: 2024-07-02
Filed: July 2, 2024, 7:59 PM ET

Effective as of the Effective Time, the sole stockholder of Encore following the consummation of the Merger appointed the following individuals as the directors of Encore: Andrea Pirondini and Saskia Maria Veerkamp.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Andrea Pirondini was appointed as Director at ENCORE WIRE CORP.

Action: appointed
Role: Director

Exact text from the filing

Effective as of the Effective Time, the sole stockholder of Encore following the consummation of the Merger appointed the following individuals as the directors of Encore: Andrea Pirondini and Saskia Maria Veerkamp.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Saskia Maria Veerkamp was appointed as Director at ENCORE WIRE CORP.

Action: appointed
Role: Director

Exact text from the filing

Effective as of the Effective Time, the sole stockholder of Encore following the consummation of the Merger appointed the following individuals as the directors of Encore: Andrea Pirondini and Saskia Maria Veerkamp.

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

ENCORE WIRE CORP underwent a change of control involving Prysmian S.p.A. for $290.00 in cash (closed 2024-07-02).

Action: change of control
Counterparty: Prysmian S.p.A.
Consideration: $290.00 in cash
Closing: 2024-07-02

Exact text from the filing

prior to the Effective Time (other than certain excluded shares (as specified in the Merger Agreement)) were converted automatically into the right to receive, without interest, $290.00 in cash (the “ Merger Consideration ”), subject to any required tax withholding. Immediately prior to the Effective Time, each Company equity award granted prior to the date of

View on SEC.gov

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Source: SEC EDGAR

accession 0000850460-24-000070

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