Encore Wire to be acquired by Prysmian for $290/share cash (~€3.9B EV)

ENCORE WIRE CORP

Price of $290.00/share in cash; additional $0.0635/share per day after Apr 14, 2025 if closing delayed.
Premium of ~20% to 30-day VWAP and ~29% to 90-day VWAP as of Apr 12, 2024.
Implied EV of ~€3.9B; multiples of 8.2x 2023A EBITDA and 6.3x including run-rate synergies.
Go-shop period ends May 19, 2024; termination fees of $146.54M (Encore) and $180M (Prysmian reverse).
Closing expected by Apr 14, 2025, subject to shareholder vote, HSR clearance, and other conditions.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ENCORE WIRE CORP entered into Agreement and Plan of Merger with Prysmian S.p.A., Applause Merger Sub Inc., and Prysmian Cables and Systems USA, LLC valued at $290.00 per share in cash (effective 2024-04-14).

Action: entry
Agreement: merger
Counterparty: Prysmian S.p.A., Applause Merger Sub Inc., and Prysmian Cables and Systems USA, LLC
Value: $290.00 per share in cash
Effective: 2024-04-14

Exact text from the filing

On April 14, 2024, Encore Wire Corporation, a Delaware corporation (“ Encore ” or the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, Prysmian S.p.A., a company organized under the laws of the Republic of Italy (“ Parent ”), Applause Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”), and solely as provided in Section 9.12 therein, Prysmian Cables and Systems USA, LLC, a Delaware limited liability company (“ Guarantor ”).

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Source: SEC EDGAR

accession 0001193125-24-095443

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