BGC General Cable Corp. (delisted)

GENERAL CABLE CORPORATION

4 Tesseneer Drive

Highland Heights, Kentucky 41076

Telephone: (859) 572-8000

January 16, 2018

Dear Stockholder,

You are cordially invited to attend a special meeting of common stockholders of General Cable Corporation, a Delaware corporation, which we refer to as the Company, to be held at the Lotte New York Palace Hotel, 455 Madison Avenue, New York, New York 10022 on February 16, 2018 at 9:00 a.m., local time.

At the special meeting, our stockholders will be asked to consider and vote on a proposal to approve the merger agreement that the Company entered into on December 3, 2017, which we refer to as the merger agreement, providing for the acquisition of the Company by Prysmian S.p.A., which we refer to as Parent. The acquisition will occur by means of a merger of a wholly owned subsidiary of Parent with and into the Company, which we refer to as the merger, with the Company surviving the merger as a wholly owned subsidiary of Parent. If the merger agreement is approved by our stockholders and the merger is completed, each share of our common stock will be converted into the right to receive $30.00 per share in cash, which represents a premium of approximately 81% to the closing stock price on July 14, 2017, the last trading day prior to the Company’s announcement of its review of strategic alternatives, and a premium of approximately 54% to the six-month volume-weighted average price of our common stock as of December 1, 2017, the last trading day prior to the public announcement of the execution of the merger agreement.

The board of directors of the Company, which we refer to as the Board, unanimously recommends that our stockholders vote “FOR” the proposal to approve the merger agreement.

The enclosed proxy statement describes the merger agreement, the merger and related matters, and attaches a copy of the merger agreement. We urge stockholders to read the entire proxy statement carefully, as it sets forth the details of the merger agreement and other important information related to the merger.

Your vote is very important. The merger cannot be completed unless holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting vote in favor of the proposal to approve the merger agreement.

Thank you in advance for your cooperation and continued support.

The proxy statement is dated January 16, 2018, and is first being mailed to our common stockholders on or about January 16, 2018.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE PROPOSED MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

GENERAL CABLE CORPORATION

4 Tesseneer Drive

Highland Heights, Kentucky 41076

Telephone: (859) 572-8000

Your vote is very important, regardless of the number of shares of our common stock you own. Because stockholders cannot take any action at the meeting unless a majority of our common stock issued and outstanding and entitled to vote thereat is represented, it is important that you attend the meeting in person or are represented by proxy at the meeting. The merger cannot be completed unless the merger agreement is adopted by the affirmative vote of the holders of a majority of the shares of common stock entitled to vote thereon. Whether or not you plan to attend the special meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying postage-paid reply envelope, or submit your proxy by telephone or the Internet. If your shares of our common stock are held in “street name” by your bank, brokerage firm or other nominee, your bank, brokerage firm or other nominee will be unable to vote your shares of our common stock without instructions from you. You should instruct your bank, brokerage firm or other nominee to vote your shares of our common stock in accordance with the procedures provided by your bank, brokerage firm or other nominee. If you fail to return your proxy card, submit your proxy by telephone or the Internet or vote in person, or if your shares are held in “street name” by your bank, brokerage firm or other nominee and you fail to instruct your bank, brokerage firm or other nominee to vote your shares of common stock, your shares of our common stock will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” approval of the proposal to adopt the merger agreement.

Stockholders who do not vote in favor of the proposal to approve the merger agreement, and who object in writing to the merger prior to the special meeting and comply with all of the applicable requirements of Delaware law, which are summarized in the section entitled “Appraisal Rights” in the accompanying proxy statement and reproduced in its entirety as Annex C to this proxy statement, will be entitled to rights of appraisal to obtain the fair value of their shares of common stock of the Company.

You may revoke your proxy before the special meeting, by voting over the Internet or by telephone (only your latest Internet or telephone vote is counted) or by signing a new proxy and mailing it, in each case, in accordance with the instructions on the enclosed proxy card. In addition, you may revoke your proxy by attending the special meeting, requesting that your proxy be revoked and voting in person; however, attending the special meeting will not revoke your Internet vote, telephone vote or proxy, as the case may be, unless you specifically request it.

The Board has fixed the close of business on January 12, 2018 as the record date for determination of stockholders entitled to receive notice of, and to vote at, the special meeting and any adjournments or postponements thereof. Only stockholders of record at the close of business on the record date are entitled to receive notice of, and to vote at (in person or by proxy), the special meeting and at any adjournment or postponement thereof. You will be entitled to one vote for each share of our common stock that you owned on the record date. A complete list of our stockholders of record entitled to vote at the special meeting will be available for inspection at our principal executive offices at least 10 days prior to the date of the special meeting and continuing through the special meeting for any purpose germane to the meeting. The list will also be available at the meeting for inspection by any stockholder present at the meeting.

Only stockholders of record (including “street name” stockholders who can show that they beneficially owned our common stock on the record date), their duly appointed proxy holders and our guests may attend the special meeting. To gain admittance, please bring the admission ticket with you to the meeting. If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, please send a written request for an admission ticket to our Secretary at 4 Tesseneer Drive, Highland Heights, Kentucky 41076, Attn: Secretary. Please include the following information with your request: (i) a signed cover letter stating your name and complete mailing address, including daytime and evening telephone numbers; that you are requesting an admission ticket; the number of shares that you own in “street name”; and the name, address and telephone number of your bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock; and (ii) an original signed “legal proxy” from your bank, brokerage firm or other nominee giving you the right to vote the shares at the special meeting.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE PAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. IF YOU ATTEND THE SPECIAL MEETING AND VOTE IN PERSON, YOUR VOTE BY BALLOT WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED.

Highland Heights, Kentucky

Dated: January 16, 2018

-i-

-ii-

-1-

-2-

-3-

-4-

-5-

-6-

-7-

-8-

-9-

-10-

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address briefly some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the “Summary” beginning on page 1 and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, which you should read carefully and in their entirety. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information” beginning on page 92.

-11-

In the event that a quorum is not present at the special meeting, we expect to adjourn or postpone the special meeting until we solicit enough proxies to obtain a quorum.

Beneficial Owner . If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. To attend the meeting in person (regardless of whether you intend to vote your shares in person at the meeting), you must obtain an admission ticket in advance of the meeting by following the instructions under “The Special Meeting—Attendance” beginning on page 24 of this proxy statement. Please note that if you are a beneficial

-12-

owner and wish to vote in person at the special meeting, you must provide a “legal proxy” from the bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock giving you the right to vote the shares at the meeting.

If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, you are considered the beneficial owner of those shares. In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of our common stock, the stockholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting. Your bank, brokerage firm or other nominee should send you, as the beneficial owner, a package describing the procedure for voting your shares (see also the next Q&A below).

If you are a participant in our Deferred Compensation Plan, which we refer to as the DCP, your proxy will serve as voting instructions for your shares of Company common stock held in the plan as of the record date. Participants in the DCP can instruct the trustee of the “rabbi trust” that was established in connection with the DCP how to vote (i) deferred shares held in the “rabbi trust” that are allocated to their respective DCP accounts on a notional basis, and (ii) shares held by the General Cable stock fund in the “rabbi trust” that are allocated to their respective DCP accounts on a notional basis as phantom stock units (such shares referenced in (i) and (ii), we collectively refer to as DCP shares). The cutoff date for voting for participants in the DCP is 11:59 p.m. Eastern Time on February 13, 2018. If you do not provide the trustee with instructions as to how to vote the DCP shares allocated to your DCP account, the trustee will vote such shares as instructed by the Company. To provide instruction to the trustee on how to vote the DCP shares allocated to your account in the DCP, vote your DCP shares by proxy over the Internet, by mail, or by telephone following the instructions provided in your proxy card.

See the section entitled “The Special Meeting—Voting” beginning on page 25 of this proxy statement.

-13-

If you hold shares in “street name” through a bank, brokerage firm or other nominee, you may submit a new, later-dated voting instruction form or contact your bank, broker or other nominee. You may also vote in person at the special meeting if you obtain a legal proxy.

If you are a holder of record and you properly sign your proxy card but do not mark the boxes showing how your shares of our common stock should be voted on a matter, the shares of our common stock represented by your properly signed proxy will be voted “FOR” approval of the proposal to adopt the merger agreement, “FOR” approval of the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the merger and “FOR” approval of the proposal to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies or in the absence of a quorum.

-14-

For the proposal to approve, by non-binding, advisory vote, the merger-related executive compensation and the adjournment proposal you may vote “FOR” , “AGAINST” or “ABSTAIN” . Abstentions and broker non-votes will not have an effect on the proposals.

-15-

If you fail to return your proxy card, submit your proxy by phone or the Internet or vote in person, or if your shares are held in “street name” by your bank, brokerage firm or other nominee and you fail to instruct your bank, brokerage firm or other nominee to vote your shares of common stock, your shares will have the same effect as a vote “ AGAINST ” approval of the merger proposal.

-16-

At the effective time of the merger, (i) each Company RSU award held by a non-employee director that is outstanding immediately prior to the effective time of the merger will be accelerated and converted into the right to receive (without interest) an amount in cash equal to $30.00 with respect to each share of Company common stock underlying such award, and (ii) each Company RSU award not held by a non-employee director that is outstanding immediately prior to the effective time of the merger will be converted into an award representing the right to receive (without interest and less applicable withholding taxes) an amount in cash equal to $30.00, which shall be subject to the same terms and conditions that were applicable to such restricted stock unit award immediately prior to the effective time, provided that any performance-based vesting condition measured over a period of one year will be deemed satisfied and the converted award will vest on the earlier of (A) the originally scheduled vesting date and (B) the date that is six months following the closing date, subject to continued employment with Parent and its subsidiaries through such applicable date (or upon the holder’s earlier termination by Parent, the surviving corporation or any of their respective affiliates without “cause” or for “good reason” (as each term is defined in the Company’s 2015 Stock Incentive Plan)).

At the effective time of the merger, each Company PSU award outstanding immediately prior to the effective time of the merger will be cancelled and converted into an award representing the right to receive (without interest and less applicable withholding taxes) an amount in cash equal to the number of shares subject to the award multiplied by $30.00. The number of shares of the Company’s common stock subject to such PSU will be determined (i) for any award with a performance period commencing as of January 1, 2016, based on actual performance as determined by the Compensation Committee of the Board and (ii) for any award with a performance period commencing as of January 1, 2017, based on performance deemed satisfied at the target level. Each converted PSU award will be subject to the same terms and conditions that were applicable immediately prior to the effective time, provided that as of the effective time, the performance-vesting conditions shall no longer apply and each award shall be subject solely to service-based vesting. For Company PSU awards with a performance period commencing as of January 1, 2015, settlement is expected to occur prior to the effective time of the merger and will be based on the actual level of achievement of the applicable performance goals.

-17-

Promptly after the effective time of the merger, and in any event within five business days thereafter, the surviving corporation will cause the paying agent to mail to each of our stockholders of record immediately prior to the effective time of the merger (other than holders of excluded shares and dissenting shares) (i) a letter of transmittal specifying that delivery will be effected, and risk of loss and title will pass, only upon the delivery of the certificates representing shares of our common stock (or affidavits of loss in lieu of such certificates as provided in the merger agreement) or the transfer of the shares of our common stock represented by book-entry to the paying agent, and (ii) instructions advising each such holder of record how to surrender his, her or its shares of our common stock in exchange for the merger consideration. The paying agent will pay each holder of record the aggregate merger consideration to which such holder is entitled after delivery or transfer of such shares. Interest will not be paid or accrue in respect of the merger consideration. From the effective time until the surrender or transfer of certificates or book-entry shares, as the case may be, each such certificate or book-entry share will represent only the right to receive in exchange therefor a cash amount (after giving effect to any required tax withholdings) equal to the merger consideration.

-18-

-19-

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Toll-free: (866) 521-4487

Email: BGC@dfking.com

-20-

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the other documents referenced herein, whether written or oral, relating to future events or our future performance, including any discussion, expressed or implied, regarding our anticipated growth, operating results, future earnings per share, plans, objectives, the impact of our investments in sales-building initiatives and operational capabilities on future sales and earnings, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (which we refer to as the Securities Act), and Section 21E of the Exchange Act. All statements other than statements of historical or current facts included in this proxy statement are forward-looking statements. These statements are often identified by the words “believe,” “expect,” “may,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “assume,” “seek to” or other similar expressions, whether in the negative or the affirmative, that are not statements of historical fact.

These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict and many of which we have no control over. You should not place undue reliance on our forward-looking statements. These factors, risks and uncertainties include, but are not limited to, the following: (1) the conditions to the completion of the merger may not be satisfied, or the regulatory approvals required for the merger may not be obtained on the terms expected or on the anticipated schedule; (2) the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the merger; (3) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement between the parties to the merger; (4) the effect of the announcement or pendency of the merger on our business relationships, operating results, and business generally; (5) risks that the proposed merger disrupts our current plans and operations and potential difficulties in our employee retention as a result of the proposed merger; (6) risks related to diverting management’s attention from our ongoing business operations; (7) the outcome of any legal proceedings that may be instituted against us related to the merger or the merger agreement; (8) the amount of the costs, fees, expenses and other charges related to the merger; (9) general economic conditions, particularly those in the construction, energy and information technology sectors; (10) the volatility in the price of raw materials, particularly copper and aluminum; (11) the trading price of our common stock; and (12) other factors discussed from time to time in our reports filed with the SEC, including the factors discussed in Item 1A of the Company’s 2016 Annual Report on Form 10-K as filed with the SEC on February 24, 2017 and subsequent SEC filings, which are available at http://www.sec.gov.

Forward-looking statements reflect the views and assumptions of management as of the date of this proxy statement (unless specified otherwise) with respect to future events. The Company does not undertake, and hereby disclaims, any obligation, unless required to do so by applicable securities laws, to update any forward-looking statements, whether as a result of new information, future events or other factors. The inclusion of any statement in this proxy statement does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.

You are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this proxy statement (unless specified otherwise) or, in the case of documents referred to or incorporated by reference, the dates of those documents.

-21-

PARTIES TO THE MERGER

The Company

General Cable Corporation

4 Tesseneer Drive

Highland Heights

Kentucky 41076

Telephone: (859) 572-8000

The Company, a Delaware corporation, with headquarters in Highland Heights, Kentucky, is a global leader in the development, design, manufacture, marketing and distribution of copper, aluminum and fiber optic wire and cable products for use in the energy, industrial, construction, specialty and communications markets. The Company additionally engages in the design, integration, and installation on a turn-key basis for products such as high and extra-high voltage terrestrial and submarine systems.

The Company’s common stock is listed on NYSE under the symbol “BGC”.

Parent

Prysmian S.p.A.

Vie Chiese 6

20126—Milan

Italy

Telephone: +39 02 64491

Parent, a company organized under the laws of the Republic of Italy, operates in the business of underground and submarine cables and systems for power transmission and distribution, of specialty cables for applications in many different industries and of medium and low voltage cables for the construction and infrastructure sectors. It produces voice, video and data transmission cables and accessories for the telecommunications industry, offering a comprehensive range of optical fibers, optical and copper cables and connectivity systems.

Prysmian’s ordinary shares are listed on the Borsa Italiana under the symbol “PRY”.

Merger Sub

Alisea Corp.

c/o Prysmian S.p.A.

Vie Chiese 6

20126—Milan

Italy

Telephone: +39 02 64491

Merger Sub, a Delaware corporation and indirect wholly owned subsidiary of Parent, was incorporated for the purpose of consummating the transactions contemplated by the merger agreement. Prior to the effective time of the merger, Merger Sub will have engaged in no other business activities and will have incurred no liabilities or obligations other than those contemplated by the merger agreement. Upon the completion of the merger, Merger Sub’s separate corporate existence will cease and the Company will continue as the surviving corporation.

-22-

THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Board for use at the special meeting to be held at the Lotte New York Palace Hotel, 455 Madison Avenue, New York, New York 10022 on February 16, 2018 at 9:00 a.m., local time, or at any adjournment or postponement thereof.

Purpose of the Special Meeting

At the special meeting, holders of our common stock will be asked to consider and vote on the following proposals:

The Board recommends that you vote “FOR” each of the above proposals.

Our stockholders must approve the merger proposal in order for the merger to occur. If our stockholders fail to approve the merger proposal, the merger will not occur. A copy of the merger agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully and in its entirety.

The vote on the proposal to approve the merger-related executive compensation is a vote separate and apart from the vote to adopt the merger agreement. Accordingly, a stockholder may vote to approve the proposal to approve the merger-related executive compensation and vote not to adopt the merger agreement and vice versa. Because the vote on the proposal to approve the merger-related executive compensation is advisory in nature only, it will not be binding on the Company, Parent or the surviving corporation in the merger. Accordingly, if the merger agreement is adopted by the Company’s stockholders and the merger is completed, the merger-related compensation may be paid to the Company’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements even if the stockholders do not approve the proposal to approve the merger-related executive compensation.

Record Date and Quorum

The Board has fixed the close of business on January 12, 2018 as the record date for determination of stockholders entitled to receive notice of, and to vote at, the special meeting, and any adjournments or postponements thereof. Only holders of record of our common stock as of the close of business on the record date are entitled to receive notice of, and to vote at (in person or by proxy), the special meeting and at any adjournment or postponement thereof.

As of the close of business on the record date, there were 50,623,497 shares of common stock outstanding. Each holder of our common stock is entitled to cast one vote per such share on each matter properly brought before the special meeting for each share of our common stock that such holder owned as of the record date.

The presence at the special meeting, in person or represented by proxy, of the holders of a majority of the shares of our common stock issued and outstanding and entitled to vote at the special meeting constitutes a

-23-

quorum for the transaction of business at the special meeting. Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting. Shares of our common stock represented at the special meeting but not voted, including shares of our common stock for which proxies have been received but for which stockholders have abstained, will be treated as present at the special meeting for purposes of determining the presence or absence of a quorum for the transaction of all business. Broker non-votes (as defined below) are counted for the purpose of determining the presence of a quorum. Your vote is very important, regardless of the number of shares of our common stock you own. Because stockholders cannot take any action at the meeting unless a majority of our common stock issued and outstanding and entitled to vote thereat is represented, it is important that you attend the meeting in person or are represented by proxy at the meeting.

In the event that a quorum is not present at the special meeting, we expect to adjourn or postpone the special meeting until we solicit enough proxies to obtain a quorum.

Attendance

Only stockholders of record, their duly appointed proxy holders and our guests may attend the special meeting. To gain admittance, please bring the admission ticket with you to the meeting. If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, please send a written request for an admission ticket to our Secretary at 4 Tesseneer Drive, Highland Heights, Kentucky 41076, Attn: Secretary. Please include the following information with your request: (i) a signed cover letter stating your name and complete mailing address, including daytime and evening telephone numbers; that you are requesting an admission ticket; the number of shares that you own in “street name”; and the name, address and telephone number of your bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock and (ii) an original signed “legal proxy” from your bank, brokerage firm or other nominee giving you the right to vote the shares at the special meeting. If you are the representative of a corporate or institutional stockholder, you must present valid photo identification along with proof that you are the representative of such stockholder. Please note that cameras, recording devices and other electronic devices will not be permitted at the special meeting.

Vote Required

Approval of the merger proposal requires the affirmative vote of the holders of a majority of the shares of our common stock entitled to vote on the merger proposal. For the merger proposal, you may vote “FOR” , “AGAINST” or “ABSTAIN” . Abstentions will not be counted as votes cast in favor of the merger proposal, but will count for the purpose of determining whether a quorum is present. Your vote is very important, regardless of the number of shares of our common stock you own. Because stockholders cannot take any action at the meeting unless a majority of our common stock issued and outstanding entitled to vote thereat is represented, it is important that you attend the meeting in person or are represented by proxy at the meeting. If you fail to return your proxy card, submit your proxy by telephone or the Internet or vote in person, or if your shares are held in “street name” by your bank, brokerage firm or other nominee and you fail to instruct your bank, brokerage firm or other nominee to vote your shares of common stock, your shares will have the same effect as a vote “AGAINST” approval of the merger proposal.

If your shares of our common stock are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares of our common stock, the stockholder of record. This proxy statement and proxy card have been sent directly to you by the Company. As the stockholder of record, you have the right to vote in person at the meeting or to grant your voting rights directly to the Company or to a third party by a proxy duly executed or transmitted in a manner in accordance with applicable law.

If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, you are considered the beneficial owner of those shares. In that case, this proxy statement has been

-24-

forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of our common stock, the stockholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting. Your bank, brokerage firm or other nominee should send you, as the beneficial owner, a package describing the procedure for voting your shares.

Banks, brokerage firms or other nominees who hold shares in “street name” for customers generally have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to approving non-routine matters, such as the merger proposal and the proposal to approve, on a non-binding, advisory basis, certain compensation arrangements for the Company’s named executive officers in connection with the merger, and, as a result, absent specific instructions from the beneficial owner of such shares of our common stock, banks, brokerage firms or other nominees are not empowered to vote those shares of our common stock on non-routine matters, which we refer to as broker non-votes.

For the purposes of the merger proposal, if you attend the special meeting and abstain on this proposal, or if you have given a proxy and have abstained on this proposal, this will have the same effect as if you voted “AGAINST” approval of the merger proposal. If you do not instruct your bank, brokerage firm or other nominee to vote your shares of our common stock, your shares of our common stock will not be voted, and as broker non-votes, the effect will be the same as a vote “AGAINST” approval of the merger proposal.

Approval of each of the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the merger and the adjournment proposal requires the affirmative vote of the holders of a majority of the votes cast with respect to such proposal. For each proposal, you may vote “FOR” , “AGAINST” or “ABSTAIN” . For purposes of each of these proposals, if you attend the special meeting and abstain on such proposal, or if you have given a proxy and abstained on such proposal, your shares will not be voted “FOR” or “AGAINST” such proposal and will not be counted as votes cast or shares withheld on such proposal. If you fail to submit a proxy or vote in person at the special meeting or if your shares of our common stock are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of our common stock, your shares of our common stock will not be voted, but this will not have an effect on the proposal to approve the merger-related executive compensation or the adjournment proposal.

Voting

If you are a stockholder of record and your shares are registered directly in your name, you may have your shares of our common stock voted on matters presented at the special meeting in any of the following ways:

-25-

If you are a beneficial owner of our common stock and your shares are held in “street name”, you should receive instructions from your bank, brokerage firm or other nominee that you must follow in order to have your shares of our common stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares voted. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must provide a “legal proxy” from your bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock giving you the right to vote the shares at the special meeting. A legal proxy is not the form of proxy enclosed with this proxy statement. You will not be able to vote shares you hold in “street name” through a bank, broker or other nominee in person at the special meeting unless you have a legal proxy from that bank, broker or other nominee issued in your name giving you the right to vote your shares.

If you are a participant in the Retirement Plans, your proxy will serve as voting instructions for your shares of Company common stock held in such plans as of the record date. Participants in the Retirement Plans may instruct the trustee as to how to vote shares that are allocated to their respective accounts. The cutoff date for voting for participants in the Retirement Plans is 11:59 p.m. Eastern Time on February 13, 2018. If you do not provide the trustee with instructions as to how to vote the shares allocated to your account, the trustee will vote such shares in the same proportion to instructions actually received from other participants in the Retirement Plans. To provide instruction to the trustee on how to vote shares allocated to your account in the Retirement Plans, vote your plan shares by proxy over the Internet, by mail, or by telephone following the instructions provided in your proxy card.

If you are a participant in the DCP, your proxy will serve as voting instructions for your shares of Company common stock held in the plan as of the record date. Participants in the DCP can instruct the trustee of the “rabbi trust” that was established in connection with the DCP how to vote (i) deferred shares held in the “rabbi trust” that are allocated to their respective DCP accounts on a notional basis, and (ii) shares held by the General Cable stock fund in the “rabbi trust” that are allocated to their respective DCP accounts on a notional basis as phantom stock units (such shares referenced in (i) and (ii), we collectively refer to as DCP shares). The cutoff date for voting for participants in the DCP is 11:59 p.m. Eastern Time on February 13, 2018. If you do not provide the trustee with instructions as to how to vote the DCP shares allocated to your DCP account, the trustee will vote such shares as instructed by the Company. To provide instruction to the trustee on how to vote the DCP shares allocated to your account in the DCP, vote your DCP shares by proxy over the Internet, by mail, or by telephone following the instructions provided in your proxy card.

If you vote by proxy, regardless of the method you choose to vote, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, will vote your shares of our common stock in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of our common stock should be voted “FOR” or “AGAINST” or to “ABSTAIN” from voting on all, some or none of the specific items of business to come before the special meeting.

If you are a holder of record and you properly sign your proxy card but do not mark the boxes showing how your shares of our common stock should be voted on a matter, the shares of our common stock represented by your properly signed proxy will be voted “FOR” approval of the merger proposal, “FOR” approval of the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s

-26-

named executive officers in connection with the merger and “FOR” the adjournment proposal. YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF OUR COMMON STOCK YOU OWN. BECAUSE STOCKHOLDERS CANNOT TAKE ANY ACTION AT THE MEETING UNLESS A MAJORITY OF OUR COMMON STOCK ISSUED AND OUTSTANDING AND ENTITLED TO VOTE THEREAT IS REPRESENTED, IT IS IMPORTANT THAT YOU ATTEND THE MEETING IN PERSON OR ARE REPRESENTED BY PROXY AT THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE PAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. IF YOU WILL ATTEND THE SPECIAL MEETING AND VOTE IN PERSON, YOUR VOTE BY BALLOT WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED.

Voting by the Company’s Directors and Executive Officers

As of the record date, the directors and executive officers of the Company beneficially owned and were entitled to vote, in the aggregate, 999,318 shares of our common stock (not including any shares of our common stock deliverable upon exercise or conversion of or underlying any options, unvested Company RSU awards or Company PSU awards), representing approximately 1.97% of the outstanding voting power of our common stock. The directors and officers have informed the Company that they currently intend to vote all such shares of our common stock “ FOR ” approval of the merger proposal, “ FOR ” approval of the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the merger and “ FOR ” the adjournment proposal.

Proxies and Revocation

Any stockholder of record entitled to vote at the special meeting may submit a proxy by telephone, over the Internet or by returning the enclosed proxy card in the accompanying postage-paid reply envelope, or may vote in person by appearing at the special meeting. If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote your shares of our common stock using the instructions provided by your bank, brokerage firm or other nominee. If you are a beneficial owner and wish to vote in person at the special meeting, you must provide a “legal proxy” from the bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock giving you the right to vote the shares at the special meeting. If you fail to vote in person at the special meeting or fail to return your proxy card or fail to submit your proxy by telephone or the Internet, or if your shares are held in “street name” by your bank, brokerage firm or other nominee and you fail to instruct your bank, brokerage firm or other nominee to vote, your shares of our common stock will be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” approval of the merger proposal. If you fail to vote in person at the special meeting or fail to return your proxy card or fail to submit your proxy by telephone or the Internet, your shares of our common stock will not have an effect on the proposal to approve the merger-related executive compensation.

You have the right to revoke a proxy. If your shares are registered directly in your name, you may revoke your proxy or change your vote before the special meeting. To do so, you must do one of the following:

-27-

If you hold shares in “street name” through a bank, brokerage firm or other nominee, you may submit a new, later-dated voting instruction form or contact your bank, broker or other nominee. You may also vote in person at the special meeting if you obtain a legal proxy.

Anticipated Date of Completion of the Merger

We are working towards completing the merger as soon as possible. Assuming timely receipt of required regulatory approvals and satisfaction of other closing conditions, including the approval by our stockholders of the merger proposal, we anticipate that the merger will be completed by the third quarter of 2018. If our stockholders vote to approve the merger proposal, the merger will become effective as promptly as practicable following the satisfaction or waiver of a number of conditions to the merger, subject to the terms of the merger agreement. See “The Merger Agreement—Closing and Effective Time of the Merger” beginning on page 55.

Rights of Stockholders Who Seek Appraisal

If the merger is completed, the Company’s stockholders will be entitled to appraisal rights under Section 262 of the DGCL in connection with the merger. This means that you are entitled to have the fair value of your shares of our common stock determined by the Delaware Court of Chancery and to receive payment based on that valuation in lieu of the merger consideration if you follow exactly the procedures set forth in Section 262 of the DGCL. The ultimate amount you receive in an appraisal proceeding may be less than, equal to or more than the amount you would have received under the merger agreement.

To exercise your appraisal rights, you must submit a written demand for appraisal to the Company before the vote is taken on the merger proposal and you must not vote (either in person or by proxy) in favor of the merger proposal. If you fail to follow exactly the procedures set forth in Section 262 of the DGCL, you may lose your appraisal rights. See “Appraisal Rights” beginning on page 87 and the text of the DGCL appraisal rights statute reproduced in its entirety as Annex C to this proxy statement. If you hold your shares of our common stock through a bank, brokerage firm or other nominee and you wish to exercise your appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by your bank, brokerage firm or other nominee. In view of the complexity of the DGCL, stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors promptly.

Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed. We are submitting a proposal for your consideration to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger proposal or in the absence of a quorum (Proposal 3 on your proxy card). Notwithstanding the adjournment proposal, the Company retains full authority to the extent set forth in its by-laws and/or permitted under Delaware law to adjourn the special meeting for any purpose, or to postpone the special meeting before it is convened, without the consent of any stockholder of the Company, provided that the merger agreement includes certain limitations on the Company’s ability to postpone or adjourn the meeting, as described in the section entitled “Vote on Adjournment” beginning on page 82.

If the special meeting is adjourned, we are not required to give notice of the time and place of the adjourned meeting if announced at the meeting at which the adjournment is taken, unless the adjournment is for more than 30 days or the Board fixes a new record date for the special meeting. At any adjourned meeting, any business

-28-

may be transacted which might have been transacted at the original meeting. All proxies will be voted in the same manner as they would have been voted at the original convening of the special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Solicitation of Proxies; Payment of Solicitation Expenses

The Company has engaged D.F. King & Co., Inc., which we refer to as the proxy solicitor, to assist in the solicitation of proxies for the special meeting. The Company estimates that it will pay the proxy solicitor a fee of $15,000. The Company has agreed to reimburse the proxy solicitor for certain reasonable and documented fees and expenses and will also indemnify the proxy solicitor and all of its directors, officers, employees and agents against certain claims, expenses, losses, damages, liabilities and/or judgments. The Company may also reimburse banks and brokers or their agents for their expenses in forwarding proxy materials to beneficial owners of our common stock. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Questions and Additional Information

If you have questions about the merger, need assistance in submitting your proxy or voting your shares of our common stock, or need additional copies of the proxy statement or the enclosed proxy card, please contact the proxy solicitor by calling toll-free at (866) 521-4487 or using the contact information below. Please do NOT send in any stock certificates you hold with your proxy card. After the completion of the merger, a separate letter of transmittal will be mailed to you promptly, and in any event within five business days, that will enable you to receive the merger consideration in exchange for your shares of common stock. If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, you should contact your bank, brokerage firm or other nominee for instructions as to how to effect the surrender of your “street name” shares of our common stock in exchange for the merger consideration. See “The Merger—Payment of Merger Consideration and Surrender of Stock Certificates” beginning on page 48.

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Toll-free: (866) 521-4487

Email: BGC@dfking.com

-29-

THE MERGER

This discussion of the merger is qualified in its entirety by reference to the merger agreement, which is attached to this proxy statement as Annex A . You should read the entire merger agreement carefully and in its entirety as it is the legal document that governs the merger.

The merger agreement provides that Merger Sub will merge with and into the Company. The Company will be the surviving corporation following the merger. As a result of the merger, the Company will cease to be a publicly traded company and will become a wholly owned subsidiary of Parent. You will not own any shares of the capital stock of the surviving corporation.

Merger Consideration

In the merger, each outstanding share of our common stock will automatically be converted into the right to receive an amount in cash equal to $30.00, which we refer to as the merger consideration, without interest and less any applicable withholding taxes, other than shares of our common stock owned by (i)(x) Parent, Merger Sub or any other affiliate of Parent that is directly or indirectly wholly owned by the ultimate parent of Parent or (y) the Company or any direct or indirect wholly owned subsidiary of the Company, together, (x) and (y), which we refer to as excluded shares; and (ii) stockholders who have not voted in favor of the merger and properly and validly perfected their statutory rights of appraisal in accordance with Section 262 of the DGCL, which we refer to as dissenting shares, which shares will be canceled without payment of any consideration therefor and will cease to exist.

Background of the Merger

The Board has regularly reviewed and evaluated, with the Company’s senior management, which we refer to as management, the Company’s business strategies, opportunities and challenges as part of its consideration and evaluation of the Company’s prospects and stockholder value. As part of this process, the Board and management have considered and regularly reviewed the Company’s strategic direction and business objectives, including strategic opportunities that might be available to the Company, such as possible acquisitions, divestitures and business combination transactions.

Beginning in October 2014, the Company initiated a transformation plan to improve the Company’s performance, beginning with the announced planned divestment of all non-core businesses in the Asia Pacific and Africa regions. In the fourth quarter of 2015, the Company committed to a new strategic roadmap focused on growth and optimization of the portfolio, developing leading cost and efficiency positions, growth through innovation and cultivation of a high-performance culture. Such cost reduction and growth initiatives included significant capital investment in new projects, substantial restructuring of facilities in core regions, the hiring of new members of executive management, the implementation of a renewed employee culture of engagement and performance and the investment in meaningful resources in external consultants with relevant expertise to assist with the implementation of these initiatives and other actions. While such initiatives created significant value and reduced costs for the Company in line with expectations of management, as of June 2017, the improvements had been substantially offset by business and market trends, including weak overall economic growth in the product markets and geographies in which the Company operates and price erosion driven by increased competitive intensity and excess industry capacity.

On June 21, 2017, the Board held a meeting that was also attended by members of management and representatives of Sullivan & Cromwell LLP, the Company’s outside legal counsel, which we refer to as Sullivan & Cromwell, and J.P. Morgan Securities LLC, the Company’s financial advisor, which we refer to as J.P. Morgan. Members of management provided an overview of the Company’s recent performance and business and market trends and reviewed the initiatives the Company has undertaken to improve performance, noting that the Company’s performance in 2016 and the first half of 2017 had been flat to declining despite the initiatives

-30-

that had been undertaken because of the business and market trends described above. Members of management then presented a number of additional initiatives and investments that could be undertaken to attempt to improve the Company’s performance, detailing the potential costs, risks, payback and timing associated with each. A representative of Sullivan & Cromwell then reviewed with the members of the Board their fiduciary duties. Following discussion, the Board requested that management prepare a five-year projected business model for the Company and additional information regarding the underlying business and market trends to present to the Board the following week.

On June 29, 2017, the Board held a meeting that was also attended by members of management and representatives of Sullivan & Cromwell and J.P. Morgan. Members of management provided the Board with additional detail on the business and market trends described above. Members of management then presented the five-year projected business model prepared by management at the direction of the Board and reviewed a number of initiatives and investments that could be undertaken to attempt to improve the Company’s performance, detailing the potential costs, risks, payback and timing associated with each. Members of management noted that constraints on the Company, including its product mix and global cost structure, would require significant investments to remedy and that there were no apparent catalysts inside or outside the Company likely to drive meaningful performance improvement in the near term. A representative of Sullivan & Cromwell reviewed with the members of the Board their fiduciary duties. After discussion regarding the business and market trends and management’s five-year projected business model, the Board requested that J.P. Morgan review the five-year projected business model and perform a valuation analysis of the Company to present to the Board at a meeting on July 12, 2017.

On July 12, 2017, the Board held a meeting that was also attended by members of management and representatives of Sullivan & Cromwell and J.P. Morgan to discuss whether the Company should explore its strategic alternatives and the potential engagement of J.P. Morgan as financial advisor in connection therewith. Prior to representatives of J.P. Morgan joining the meeting, the Board reviewed the terms of a proposed engagement letter with J.P. Morgan to act as financial advisor to the Company in connection with a potential review of strategic alternatives and also information provided by J.P. Morgan regarding its work performed and fees received from potential counterparties to a transaction with the Company, if any. Following discussion, the Board authorized John E. Welsh III, Chairman of the Board, to continue negotiations with J.P. Morgan and to finalize the terms of the proposed engagement letter. Representatives of Sullivan & Cromwell then reviewed and discussed with the members of the Board their fiduciary duties in the context of a potential review of strategic alternatives, including a potential sale of the Company.

Representatives of J.P. Morgan then joined the meeting to discuss with the Board the Company’s potential review of strategic alternatives. Representatives of J.P. Morgan reviewed the current state of the business and industry, actions taken by management of the Company in recent years to improve the performance of the Company and the challenges presently facing the Company, as well as the Company’s stock price performance over time as compared to its peers and other benchmarks. A representative of J.P. Morgan then discussed the range of potential strategic alternatives available to the Company, which included continued execution on a standalone basis, a recapitalization, a sale for cash, stock of an acquiror or a combination thereof, and a going-private transaction with a financial sponsor, discussing key assumptions, drivers and potential risks and benefits associated with each alternative, including that a sale had the potential to deliver greater value to stockholders of the Company than continued execution on a standalone basis, particularly in light of the significant potential synergies that could be generated by a strategic buyer and the unique nature of the Company as an acquisition target, as well as the challenging industry dynamics the Company would face and the need for significant investment in higher risk initiatives and projects to improve performance on a standalone basis. Following discussion, the Board determined to initiate a review of potential strategic alternatives for the Company, including a potential sale of the Company.

On July 15, 2017, the Board held a joint meeting with the compensation committee of the Board that was also attended by members of management and representatives of Sullivan & Cromwell. The Board reviewed the

-31-

changes to the terms of the proposed engagement letter with J.P. Morgan from the discussion during the meeting of the Board on July 12, 2017 and updated information provided by J.P. Morgan regarding its work performed and fees received from potential counterparties to a transaction with the Company, if any, and the Board approved the terms of the proposed engagement letter with J.P. Morgan. Later on July 15, 2016, the Company and J.P. Morgan entered into the engagement letter pursuant to which J.P. Morgan would act as the Company’s financial advisor in connection with a potential transaction.

On July 16, 2017, the Company issued a press release announcing that the Board had initiated a review of strategic alternatives to maximize stockholder value, including a potential sale of the Company.

Beginning August 3, 2017, at the direction of the Board, J.P. Morgan initiated contact with various parties regarding their potential interest in a strategic transaction involving the Company. Of the 38 parties contacted by J.P. Morgan, 21 of such parties entered into confidentiality agreements with the Company.

On August 8, 2017, the Board held a meeting that was also attended by members of management and representatives of Sullivan & Cromwell and J.P. Morgan to discuss, among other things, the status of the review of strategic alternatives.

Between September 19, 2017 and October 6, 2017, the Company received the preliminary, nonbinding indications of interest for a transaction from Parent, two other strategic companies headquartered in Europe, which we refer to as Party A and Party B, a strategic company headquartered in the United States, which we refer to as Party C, a strategic company headquartered in Asia, which we refer to as Party D, a strategic company headquartered in Latin America, which we refer to as Party E, and two financial sponsors, which we refer to as Party F and Party G. Four parties proposed to acquire the entire Company, and the other four parties proposed to acquire select assets of the Company. Of the four parties that proposed to acquire the entire Company, three of such parties proposed all-cash acquisitions, and the other party proposed an all-stock merger of equals in which former stockholders of the Company would own close to 50% of the pro forma combined company after completion of the transaction.

On October 9, 2017, the Board held a meeting that was also attended by members of management and representatives of Sullivan & Cromwell and J.P. Morgan. Representatives of J.P. Morgan reviewed with the Board certain key terms of the eight preliminary, nonbinding indications of interest that had been submitted, including proposed equity value, transaction structure, due diligence requirements, anticipated timing for completion and other key terms and assumptions. Representatives of J.P. Morgan then presented to the Board an updated valuation model of the Company. The Board authorized J.P. Morgan to invite Parent, Party A, Party B and Party G to conduct additional due diligence on the Company and submit final proposals to acquire the Company. Given the strong interest from bidders for a whole-company acquisition, parties who submitted preliminary, nonbinding indications of interest for select assets of the Company were not invited to conduct additional diligence or submit final proposals.

Later on October 9, 2017, a nonbinding indication of interest was received from another financial sponsor, which we refer to as Party H. While the indication of interest was for the entire Company, the proposal was inadequate in terms of diligence plan, financing sources to fund the purchase price and overall certainty of closing. After consultation with management and representatives of Sullivan & Cromwell and J.P. Morgan, Mr. Welsh determined not to invite Party H to conduct additional diligence or submit a final proposal.

Beginning on October 11, 2017, each of Parent, Party A, Party B and Party G were provided with access to a virtual data room, management presentations, expert sessions and the opportunity for site visits as part of their additional due diligence on the Company.

On October 19, 2017, the Board held a meeting that was also attended by members of management and representatives of Sullivan & Cromwell and J.P. Morgan. Members of management provided the Board with an

-32-

update on the Company’s performance in the third quarter of 2017 and the 2018 business planning process. A representative of J.P. Morgan provided an update on the ongoing review of strategic alternatives, and the Board and representatives of J.P. Morgan discussed the proposed timetable for the submission of final proposals.

Also on October 19, 2017, the Company entered into a confidentiality agreement with Party B with respect to the Company’s due diligence review of Party B in order to assess Party B’s proposal to acquire the Company using equity securities of Party B as consideration in a transaction structured as a merger of equals. In light of the transaction structure that Party B was proposing, in which former stockholders of the Company would own close to 50% of the pro forma combined company after completion of the transaction, representatives of the Company and Party B began engaging in a joint assessment of potential synergies. From this date until Party B’s submission of a final proposal to acquire the Company on November 30, 2017, representatives of the Company and Party B conducted meetings, calls, site visits and information sharing to finalize a mutually agreed range of potential synergies, including costs to achieve and expected timing. Due to the additional complexity in structuring the transaction proposed by Party B as compared to the all-cash proposals, rather than submit a markup of a draft merger agreement with its final proposal, Party B would be requested to submit with its final proposal a draft memorandum of understanding describing certain key terms of a potential transaction between the Company and Party B.

On October 24, 2017, a nonbinding indication of interest for the entire Company was received from another strategic company headquartered in Asia that had previously entered into a confidentiality agreement with the Company, which we refer to as Party I. Mr. Welsh, after consultation with management and each of the other members of the Board, determined to invite Party I to conduct additional due diligence on the Company and submit a final proposal.

On October 29, 2017, Messrs. Welsh and McDonnell met with the chairman of Party B and the chief executive officer of Party B to discuss the strategic rationale for combination of the two companies.

Also on October 30, 2017, the Board held a meeting that was also attended by members of management of the Company and representatives of Sullivan & Cromwell and J.P. Morgan. A representative of J.P. Morgan provided an update on the status of the review of strategic alternatives, including the Company’s receipt of the nonbinding indication of interest from Party I. A representative of Sullivan & Cromwell reviewed with the Board the proposed terms of the draft merger agreement with respect to the potential acquisition of the Company. Following the meeting, a draft merger agreement was sent to each of the remaining parties other than Party B.

On November 16, 2017, representatives of Parent’s financial advisor sent Parent’s initial markup of the draft merger agreement to representatives of J.P. Morgan. Also on November 16, 2017, representatives of Party A’s outside legal counsel sent Party A’s initial markup of the draft merger agreement to representatives of Sullivan & Cromwell.

On November 20, 2017, representatives of Sullivan & Cromwell reviewed the key terms of each of the initial markups of the draft merger agreement received from Parent and Party A with Mr. Welsh, members of management and representatives of J.P. Morgan and discussed the feedback on the initial markups to be conveyed to the representatives of each of Parent and Party A, in order to provide such parties with the opportunity to improve their respective markups in advance of the deadline to submit final proposals.

On November 21, 2017, representatives of Sullivan & Cromwell provided feedback by telephone to each of Parent’s outside legal counsel, Wachtell, Lipton, Rosen & Katz, which we refer to as Wachtell, with respect to Parent’s initial markup of the draft merger agreement, and Party A’s outside legal counsel with respect to Party A’s initial markup of the draft merger agreement.

On November 24, 2017, representatives of Party I sent Party I’s initial markup of the draft merger agreement to representatives of the Company.

-33-

On November 27, 2017, representatives of Sullivan & Cromwell provided feedback by telephone to Party I’s outside legal counsel with respect to Party I’s initial markup of the draft merger agreement, which feedback was consistent with that given previously to each of Parent and Party A.

Also on November 27, 2017, representatives of the Company received from representatives of Party B a preliminary draft of a memorandum of understanding describing certain key terms of a potential transaction between the Company and Party B, such as a proposed structure, closing conditions and regulatory approvals, as well as a high-level overview of post-closing organizational matters, such as board composition and the location of the combined company’s headquarters.

On November 30, 2017, final proposals were submitted by Parent, Party A, Party B and Party I: Parent submitted a bid of $24.50 per share of Company common stock in cash; Party A submitted a bid of $26.50 per share of Company common stock in cash; and Party B and Party I each submitted bids (Party B in stock and Party I in cash) that were substantially lower than Parent’s bid.

On December 2, 2017, the Board held a meeting that was also attended by members of management and representatives of Sullivan & Cromwell and J.P. Morgan to review the final proposals received by the Company on November 30, 2017. A representative of J.P. Morgan reviewed the proposals in detail, including price, transaction structure, timeline and certain other key terms and assumptions. Representatives of J.P. Morgan also reviewed certain financial analyses that they had performed with respect to the proposals. The Board also discussed the potential impact that changes to U.S. federal tax laws could have on the future financial performance of the Company and, following discussions amongst its members and representatives of J.P. Morgan, determined that such changes were not likely have a material impact on the Company. A representative of Sullivan & Cromwell reviewed the terms of the revised markups of the draft merger agreement received from the parties. Representatives of management and J.P. Morgan discussed the review of Party B’s proposal, including the assessment of potential synergies, the business plan prepared by Party B management and key findings of the due diligence investigation on Party B, and the Board discussed the value of Party B’s bid based on such review. Following discussion, the Board determined that the proposals received from Party A and Parent were more attractive to the Company and its stockholders than the proposals received from Party B or Party I, and directed the representatives of J.P. Morgan and Sullivan & Cromwell to continue discussions with Party A and Parent and their respective representatives and to seek improved offers from each such party.

Later on December 2, 2017, representatives of Sullivan & Cromwell sent to representatives of Wachtell and Party A’s outside legal counsel the Company’s revised draft merger agreement in respect of Parent and Party A, respectively, based on guidance from the Board and discussions at the meeting of the Board earlier on December 2, 2017.

Also later on December 2, 2017, representatives of Prysmian met with representatives of J.P. Morgan. The representatives of J.P. Morgan requested that Parent improve its per share offer price to acquire the Company and submit its final response to the Company’s revised draft merger agreement.

On December 3, 2017, representatives of Parent met with representatives of J.P. Morgan at the offices of Sullivan & Cromwell. During the meeting, Parent submitted a revised bid to acquire the Company for $30.00 per share of Company common stock in cash. Parent’s revised bid was substantially higher than Party A’s existing bid. Shortly thereafter, representatives of J.P. Morgan met with representatives of Party A. The representatives of Party A indicated that Party A would not increase its existing bid by more than a modest amount.

Throughout December 3, 2017, representatives of Sullivan & Cromwell and Wachtell continued to negotiate the remaining open items in the draft merger agreement, such as matters related to the Company’s representations and warranties, interim operating covenants and the Board’s fiduciary exceptions to the deal protection provisions, including the cases in which the Company is permitted to respond to third party proposals to acquire the Company and terminate the merger agreement in connection with a superior proposal.

-34-

Later on December 3, 2017, the Board held a meeting that was also attended by members of management and representatives of Sullivan & Cromwell and J.P. Morgan. A member of management reviewed updated information provided by J.P. Morgan regarding its work performed and fees received from potential counterparties to a transaction with the Company, if any. Representatives of Sullivan & Cromwell and J.P. Morgan reviewed the latest developments in negotiations and discussions with Parent. A representative of Sullivan & Cromwell reviewed the key terms of the merger agreement, the Board’s fiduciary duties and the resolutions that the Board would be adopting if it determined that the transaction was fair to, and in the best interests of, the Company and the Company’s stockholders and to enter into the transaction. The Board asked questions of management, J.P. Morgan and Sullivan & Cromwell. Representatives of J.P. Morgan reviewed certain financial analyses that they had performed with respect to the final proposal from Parent. Representatives of J.P. Morgan rendered J.P. Morgan’s oral opinion, which was simultaneously delivered in writing, to the Board that, as of the date of such opinion and subject to the assumptions, limitations, qualifications and other matters considered in the preparation thereof as set forth in its written opinion, the consideration to be paid to the holders of the common stock of the Company in the proposed merger is fair, from a financial point of view, to such holders. For a detailed discussion of J.P. Morgan’s opinion, see the section entitled “The Merger—Opinion of Financial Advisor” beginning on page 39. Following further discussion, the Board thereafter (i) unanimously determined that the merger is fair to, and in the best interests of, the Company and its stockholders, (ii) approved and declared advisable the merger agreement and the merger and the other transactions contemplated by the merger agreement, (iii) resolved to recommend adoption of the merger agreement to the holders of common stock and (iv) directed that the merger agreement be submitted to the holders of common stock for their adoption.

On the evening of December 3, 2017, the Company, Parent and Merger Sub executed the merger agreement.

On December 4, 2017, the Company and Parent issued a joint press release announcing the transaction and the execution of the merger agreement.

Reasons for the Merger; Recommendation of the Board

The Board recommends that you vote “FOR” the merger proposal.

The Board held 10 meetings beginning on June 21, 2017 at which the business strategies, opportunities and challenges of the Company were evaluated and potential strategic alternatives, including a sale of the Company, were considered. The Company’s outside legal counsel, Sullivan & Cromwell, participated in portions of each of such meetings, and the Company’s financial advisor, J.P. Morgan, participated in portions of all but one of such meetings. At certain of these meetings, the Board met in executive session without management or any advisors present.

The Board, at a meeting held on December 3, 2017, (i) unanimously determined that the merger is fair to, and in the best interests of, the Company and its stockholders, (ii) approved and declared advisable the merger agreement and the merger and the other transactions contemplated by the merger agreement, (iii) resolved to recommend adoption of the merger agreement to the holders of our common stock and (iv) directed that the merger agreement be submitted to the holders of our common stock for their adoption.

The Board consulted with the representatives of management, Sullivan & Cromwell and J.P. Morgan at various times and considered a number of factors, including the following principal factors (not in any relative order of importance) that the Board believes support its decision:

-35-

-36-

The Board also considered a variety of potentially negative factors in its deliberations concerning the merger agreement and the merger, including the following (not in any relative order of importance):

-37-

-38-

The foregoing discussion of the information and factors considered by the Board is not intended to be exhaustive but includes the material factors considered by the Board. In view of the variety of factors considered in connection with its evaluation of the merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Board based its recommendation on the totality of the information presented.

Portions of this explanation of the reasons for the merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 21.

Opinion of Financial Advisor

Pursuant to an engagement letter dated July 14, 2017, the Company retained J.P. Morgan as its financial advisor in connection with the merger.

At the meeting of the Board on December 3, 2017, J.P. Morgan rendered its oral opinion to the Board that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the consideration to be paid to the holders of shares of the Company’s common stock in the merger was fair, from a financial point of view, to such holders. J.P. Morgan has confirmed its December 3, 2017 oral opinion by delivering its written opinion to the Board, dated the date of such opinion, that, as of such date, the consideration to be paid to the holders of shares of the Company’s common stock in the merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of J.P. Morgan dated December 3, 2017, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The Company’s stockholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the Board (in its capacity as such) in connection with and for the purposes of its evaluation of the merger, was directed only to the consideration to be paid in the merger and did not address any other aspect of the merger. J.P. Morgan expressed no opinion as to the fairness of the consideration to the holders of any class of securities, creditors or other constituencies of the Company or as to the underlying decision by Company to engage in the merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The opinion does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote with respect to the merger or any other matter.

In arriving at its opinions, J.P. Morgan, among other things:

-39-

In addition, J.P. Morgan held discussions with certain members of the management of the Company with respect to certain aspects of the merger, and the past and current business operations of the Company, the financial condition and future prospects and operations of the Company, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by the Company or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to J.P. Morgan’s engagement letter with the Company, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct or was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of the Company under any applicable laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of the Company to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the merger and the other transactions contemplated by the merger agreement will be consummated as described in the merger agreement, and that the definitive merger agreement would not differ in any material respect from the draft thereof provided to J.P. Morgan. J.P. Morgan also assumed that the representations and warranties made by the Company, Parent and Merger Sub in the merger agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to the Company with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on the Company or on the contemplated benefits of the merger.

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion, and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the consideration to be paid to the holders of shares of the Company’s common stock in the merger, and J.P. Morgan has expressed no opinion as to the fairness of any consideration to the holders of any other class of securities, creditors or other constituencies of the Company or the underlying decision by the Company to engage in the merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the merger, or any class of such persons relative to consideration to be paid to the holders of shares of the Company’s common stock in the merger or with respect to the fairness of any such compensation .

The terms of the merger agreement were determined through arm’s length negotiations between the Company and Parent, and the decision to enter into the merger agreement was solely that of the Board. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Board in its evaluation of the merger and should not be viewed as determinative of the views of the Board or management with respect to the merger or the consideration to be paid in the merger.

-40-

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodology in rendering its opinion to the Board on December 3, 2017 and contained in the presentation delivered to the Board on such date in connection with the rendering of such opinion and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

Public Trading Multiples .

Using publicly available information, J.P. Morgan compared selected financial data of the Company with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be analogous to the Company. The companies selected by J.P. Morgan were:

None of the selected companies reviewed is identical to the Company. Certain of these companies may have characteristics that are materially different from those of the Company. However, the companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of the Company. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies differently than they would affect the Company.

Using publicly available information, J.P. Morgan calculated, for each selected company, the ratio of such company’s firm value (calculated as the market value of the company’s common stock on a fully diluted basis, plus any debt and minority interest, less cash and cash equivalents) to the equity research analyst estimate for such company’s EBITDA (defined as earnings before interest, taxes, depreciation and amortization) for the fiscal year ended December 31, 2017 (the “ FV/2017E EBITDA ”) and the ratio of such company’s firm value to the equity research analyst estimate for the company’s estimated EBITDA for the fiscal year ended December 31, 2018 (the “ FV/2018E EBITDA ”). The following tables represent the results of this analysis:

-41-

Based on the results of this analysis and other factors which J.P. Morgan considered appropriate based on its experience and judgment, J.P. Morgan selected multiple reference ranges for the Company of 7.0x—10.0x and 6.5x—9.0x for FV/2017E EBITDA and FV/2018E EBITDA, respectively.

After applying this range to the Company’s estimated EBITDA for the fiscal years ended December 31, 2017 and December 31, 2018 based on the Company projections (as defined in the section entitled “The Merger—Certain Company Forecasts” beginning on page 45), the analysis indicated the following implied per share equity value ranges for the Company’s common stock, rounded to the nearest $0.25:

The ranges of implied per share equity value were compared to (a) the Company’s unaffected share price of $16.55 as of July 14, 2017, the last trading day prior to the Company’s announcement of its review of strategic alternatives, (b) the Company’s closing share price of $21.80 on December 1, 2017, the last trading day prior to the public announcement of the execution of the merger agreement, and (c) the proposed consideration of $30.00 per share of the Company’s common stock.

Selected Transaction Analysis .

Using publicly available information, J.P. Morgan reviewed selected transactions involving acquired businesses that, for purposes of J.P. Morgan’s analysis and based on its experience and judgment, were considered similar to the Company’s business and calculated, for each selected transaction, the ratio of the target company’s transaction value to the target company’s EBITDA for the twelve-month period (“ LTM ”) prior to announcement of the applicable transaction (“ TV/LTM EBITDA ”). Specifically, J.P. Morgan reviewed the following transactions involving companies in the wire and cable manufacturing industry.

-42-

This analysis resulted in a mean TV/LTM EBITDA of 8.5x and a median TV/LTM EBITDA of 8.3x.

None of the selected transactions reviewed was identical to the merger. Certain of these transactions may have characteristics that are materially different from those of the merger. However, the transactions selected were chosen because the participants in and certain other aspects of the transactions, for purposes of J.P. Morgan’s analysis, may be considered similar to the participants in and aspects of the merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transactions differently than they would affect the merger.

Based on the results of this analysis, J.P. Morgan selected a multiple reference range of 8.0x—10.0x for TV/LTM EBITDA and applied it to the Company’s 2017E EBITDA. The analysis indicated an implied per share equity value range for shares of the Company’s common stock, rounded to the nearest $0.25, of $14.25—$24.00, which was compared to (a) the Company’s unaffected share price of $16.55 as of July 14, 2017, the last trading day prior to the Company’s announcement of its review of strategic alternatives, (b) the Company’s closing share price of $21.80 on December 1, 2017, the last trading day prior to the public announcement of the execution of the merger agreement, and (c) the proposed consideration of $30.00 per share of the Company’s common stock.

Discounted Cash Flow Analysis .

J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining an implied equity value per share of the Company’s common stock. A discounted cash flow analysis is a method of evaluating an asset using estimates of the future cash flows generated by the asset and taking into consideration the time value of money with respect to those cash flows by calculating their “present value.” “Present value” refers to the current value of the cash flows generated by the asset, and is obtained by discounting those cash flows back to the present using a discount rate that takes into account macro-economic assumptions and estimates of risk, the opportunity cost of capital and other appropriate factors. “Terminal value” refers to the present value of all future cash flows generated by the asset for periods beyond the projections period.

J.P. Morgan calculated the cash flows that the Company is expected to generate during fiscal years 2018 through 2021 based upon the Company projections and upon extrapolations based on assumptions provided by the management of the Company for the fiscal years 2022 through 2027. J.P. Morgan also calculated a range of terminal values of the Company at the end of the ten-year period ending 2027 by applying a terminal value growth rate ranging from 1.0% to 2.0% to the cash flow of the Company during the terminal period of the projections. The cash flows and the range of terminal values were then discounted to present values as of September 30, 2017 using a range of discount rates from 7.75% to 8.75%, which range was chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of the Company, taking into account macro-economic assumptions, estimates of risk, the Company’s capital structure and other appropriate factors.

Based on the foregoing, this analysis indicated an implied per share equity value range for shares of the Company’s common stock, rounded to the nearest $0.25, (i) if including the tax benefits from the subordinated convertible notes, of $18.75—$27.50, or (ii) if excluding the tax benefits from the subordinated convertible notes, of $15.25—$23.75, each of which was compared to (a) the Company’s unaffected share price of $16.55 as of July 14, 2017, the last trading day prior to the Company’s announcement of its review of strategic alternatives, (b) the Company’s closing share price of $21.80 on December 1, 2017, the last trading day prior to the public announcement of the execution of the merger agreement, and (c) the proposed consideration of $30.00 per share of the Company’s common stock.

-43-

J.P. Morgan noted, based on discussions with management and assumptions provided by management, that, (i) including the tax benefits, which amount to $3.50—$3.75 per share, in the discounted cash flow analysis approximates the value of the Company’s common stock under current operations on a standalone basis, under which the Company benefits from tax attributes provided by the subordinated convertible notes, and (ii) excluding the tax benefits, which amount to $3.50—$3.75 per share, from the discounted cash flow analysis approximates the Company’s common stock value in a change of control transaction in which the subordinated convertible notes would likely be redeemed, according to their terms.

similar to the merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to the Company and the transactions compared to the merger.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise the Company with respect to the merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with the Company and the industries in which it operates.

J.P. Morgan received a fee from the Company of $3 million for the delivery of its opinion. The Company has agreed to pay J.P. Morgan a transaction fee of approximately $32 million, against which the opinion fee will be credited, upon the consummation of the merger. In addition, the Company has agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with the Company and Parent, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead arranger on the Company’s facility agreement in May 2017 and acting as joint global coordinator and joint bookrunner on Parent’s equity-linked bonds offering in January 2017. In addition, J.P. Morgan’s banking affiliates are agent banks and lenders under outstanding credit facilities of the Company and lenders under outstanding credit facilities of Parent, for which they receive customary compensation or other financial benefits. During the two year period preceding delivery of its opinion ending on December 3, 2017, the aggregate fees received by J.P. Morgan from the Company were approximately $2 million and from Parent were approximately $1.1 million. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of the Company and Parent. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of the Company or Parent for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or financial instruments.

Certain Company Forecasts

The Company does not, as a matter of course, publicly disclose long-term projections as to future revenues, earnings or other results due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, in connection with the Company’s evaluation of strategic alternatives and a possible transaction involving the Company, the Company provided the Board, J.P. Morgan and Parent with certain non-public financial forecasts covering multiple years that were prepared by the Company’s management and not for public disclosure.

A summary of certain of those financial forecasts, which we refer to as the Company projections, is not being included in this document to influence your decision whether to vote for or against the merger proposal, but is being included because they were made available to the Board, J.P. Morgan and Parent. The inclusion of this information should not be regarded as an indication that the Board, its advisors or any other person considered, or now considers, the Company projections to be material or to be a reliable prediction of actual future results, and the Company projections should not be relied upon as such. The Company’s management’s internal financial forecasts, upon which the Company projections were based, are subjective in many respects. There can be no assurance that the Company projections will be realized or that actual results will not be significantly higher or lower than forecasted. The Company projections cover multiple years and such information by its nature becomes subject to greater uncertainty with each successive year. As a result, the

-45-

inclusion of the Company projections in this proxy statement should not be relied on as necessarily predictive of actual future events.

In addition, the Company projections were not prepared with a view toward public disclosure or toward complying with generally accepted accounting principles, which we refer to as GAAP, the published guidelines of the SEC regarding projections and the use of non-GAAP measures or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither the Company’s independent registered public accounting firm nor any other independent accountants have compiled, examined or performed any procedures with respect to the Company projections contained in this proxy statement, nor have they expressed any opinion or any other form of assurance on such information or its achievability.

Additionally, although the Company projections presented below are presented with numerical specificity, they are not facts. The Company projections were based on numerous variables and assumptions that were deemed to be reasonable as of the respective dates when such projections were finalized. Such assumptions are inherently uncertain and may be beyond the control of the Company. Important factors that may affect actual results and cause the Company projections not to be achieved include, but are not limited to, risks and uncertainties relating to the Company’s business (including its ability to achieve strategic goals, objectives and targets), industry performance, the legal and regulatory environment, general business and economic conditions and other factors described or referenced under “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 21. In addition, the Company projections reflect assumptions that are subject to change and do not reflect revised prospects for the Company’s business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated as the Company projections were prepared. The Company has not prepared revised forecasts to take into account other variables that have changed since the dates on which the Company projections were finalized. There can be no assurance that the Company projections will be realized or that the Company’s future financial results will not materially vary from the Company projections.

In developing the Company projections, the Company’s management made numerous material assumptions with respect to the Company for the periods covered by such forecasts, including:

-46-

The following is a summary of the Company projections prepared by the Company’s management and given to the Board, J.P. Morgan and Parent:

The table below sets forth a reconciliation of Adjusted EBITDA, Adjusted EBIT and Unlevered FCF as included in the Company projections to the most directly comparable GAAP measure.

-47-

Additionally, the Company’s management provided additional assumptions to J.P. Morgan for extrapolation to fiscal years 2022 through 2027, which we refer to as the extrapolation period, including:

Financing of the Merger

Parent and Merger Sub expect to fund amounts needed to acquire the Company under the merger agreement and repay certain outstanding indebtedness of the Company through the use of existing cash resources and the proceeds of new indebtedness. Parent has obtained binding financing commitments in an aggregate principal amount of €2.435 billion for the transactions contemplated by the merger agreement from creditworthy and reputable financial institutions.

The obligation of the lenders to provide the debt financing is subject to customary limited conditionality and funds are committed on a traditional U.K.-style “certain funds” basis.

Parent and Merger Sub’s obligations under the merger agreement are not subject to, or conditioned on, the receipt or availability of any funds or financing. See the section entitled “The Merger Agreement—Financing” beginning on page 67 for more information.

Merger Sub’s receipt of the debt financing is not a condition to the completion of the merger. See the section entitled “The Merger Agreement—Financing” beginning on page 67 for more information.

Closing and Effective Time of Merger

Assuming receipt of required regulatory approvals and timely satisfaction of other closing conditions, including the approval by our stockholders of the merger proposal, we currently expect the closing of the merger to occur by the third quarter of 2018. See the section entitled “The Merger Agreement—Closing and Effective Time of the Merger” beginning on page 55.

The effective time of the merger will occur upon a certificate of merger having been duly filed with and accepted by the Secretary of State of the State of Delaware (or at such later time as the Company and Parent may agree in writing and specified in the certificate of merger).

Payment of Merger Consideration and Surrender of Stock Certificates

At or prior to the effective time of the merger, Parent will deposit, or will cause to be deposited, with the paying agent, for the benefit of the holders of shares of our common stock, a cash amount in immediately available funds necessary to pay the aggregate merger consideration payable to our stockholders.

-48-

Promptly after the effective time of the merger, and in any event within five business days thereafter, the surviving corporation will cause the paying agent to mail to each of our stockholders of record immediately prior to the effective time of the merger (other than holders of excluded shares) (i) a letter of transmittal specifying that delivery will be effected, and risk of loss and title will pass, only upon the delivery of the certificates representing shares of our common stock (or affidavits of loss in lieu of such certificates as provided in the merger agreement) or the transfer of the shares of our common stock represented by book-entry to the paying agent, and (ii) instructions advising each such holder of record how to surrender his, her or its shares of our common stock in exchange for the merger consideration. The paying agent will pay each holder of record the aggregate merger consideration to which such holder is entitled after delivery or transfer of such shares. Interest will not be paid or accrue in respect of the merger consideration. From the effective time until the surrender or transfer of certificates or book-entry shares, as the case may be, each such certificate or book-entry share will represent only the right to receive in exchange therefor a cash amount (after giving effect to any required tax withholdings) equal to the merger consideration.

In the event of a transfer of ownership of shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the certificates may be issued to such transferee if the certificates formerly representing such shares are presented to the paying agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable.

You should not return any stock certificates you hold with the enclosed proxy card, and you should not forward any stock certificates to the paying agent without a letter of transmittal.

Any holder of book-entry shares will not be required to deliver a certificate or an executed letter of transmittal to the paying agent to receive the merger consideration that such holder is entitled to receive. In lieu thereof, each holder of book-entry shares whose shares were converted into the right to receive the merger consideration will upon receipt by the paying agent of an “agent’s message” be entitled to receive, and Parent will cause the paying agent to pay and deliver as promptly as reasonably practicable after the effective time of the merger, the merger consideration in respect of such book-entry shares (and such shares will be cancelled).

From and after the effective time of the merger, there will be no further transfers of shares of our common stock that were outstanding immediately prior to the effective time.

If any cash deposited with the paying agent remains unclaimed for one year following the effective time of the merger, such cash will be delivered to the surviving corporation. Thereafter, holders of our common stock (other than holders of excluded shares) who have not received payment due to non-compliance with the exchange procedures will be entitled to look only to the surviving corporation with respect to payment of the merger consideration (after giving effect to any required tax withholdings), without any interest thereon.

If you have lost a certificate, or if it has been stolen or destroyed, then before you will be entitled to receive the merger consideration, you will be required to provide an affidavit of the loss, theft or destruction, and, if required by Parent, post a bond in a reasonable amount and upon reasonable terms as may be required by Parent as indemnity against any claim that may be made against Parent or the surviving corporation with respect to such certificate. These procedures will be described in the letter of transmittal and related instructions that you will receive, which you should read carefully and in their entirety.

Parent, the Company, Merger Sub, the surviving corporation and the paying agent will be entitled to deduct and withhold from the merger consideration such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax law. Any sum that is withheld will be remitted to the appropriate taxing authority, and will be treated for all purposes of the merger agreement as having been paid to the holder of shares with regard to whom it is deducted and withheld.

-49-

The merger consideration paid upon the surrender of certificates or transfer of book-entry shares in accordance with the exchange procedures will be deemed to have been paid in full satisfaction of all rights pertaining to the shares so surrendered or transferred.

Interests of Certain Persons in the Merger

In considering the recommendation of the Board that you vote to adopt the merger agreement, you should be aware that aside from their interests as Company stockholders, the Company’s directors and executive officers have interests in the merger that are different from, or in addition to, those of Company stockholders generally. Members of the Board were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending to Company stockholders that the merger agreement be adopted. For more information, see the sections entitled “The Merger—Background of the Merger” beginning on page 30 and “The Merger—Reasons for the Merger; Recommendation of the Board” beginning on page 35. These interests are described in more detail below, and certain of them are quantified in the narrative and in the section entitled “Non-Binding, Advisory Vote on Merger-Related Compensation for the Company’s Named Executive Officers—Golden Parachute Compensation” beginning on page 79.

Treatment of Outstanding Equity-Based and Performance Awards

The stock options, restricted stock units, which we refer to as RSUs, and performance-based stock units, which we refer to as PSUs, and with the stock options and RSUs, which we collectively refer to as the Company equity awards, held by the Company’s directors and executive officers immediately prior to the effective time will be cancelled in exchange for cash payments or cash awards in the same manner as those Company equity awards held by other employees of the Company. As described further in the section titled “The Merger Agreement—Treatment of Common Stock, Stock-Based Awards and Performance Awards” beginning on page 55, Company equity awards will be subject to the following treatment:

-50-

For an estimate of the amounts that would be payable to each of the Company’s named executive officers on settlement of their unvested Company equity awards, see the section entitled “Non-Binding, Advisory Vote on Merger-Related Compensation for the Company’s Named Executive Officers—Golden Parachute Compensation” beginning on page 76. The estimated aggregate amount that would be payable to the Company’s three executive officers who are not named executive officers in settlement of their unvested Company equity awards (including associated dividend equivalent rights accrued thereon and a dividend equivalent of $0.18 per share assumed to be credited to such awards in March 2018) if the merger were to be completed and they were to experience a qualifying termination on April 1, 2018 is $2,526,049. The estimated aggregate amount that would be payable to the Company’s six non-employee directors in settlement of their unvested Company RSUs that are outstanding on January 12, 2018 (including associated dividend equivalent rights accrued thereon and a dividend equivalent of $0.18 per share assumed to be credited to such awards in March 2018) if the effective time occurred on April 1, 2018 is $1,516,032. The amounts in this paragraph were determined using the merger consideration of $30.00 per share.

Executive Severance Plan

The Company’s executive officers are participants in the Company’s 2014 Executive Severance Plan, which we refer to as the ESP. In respect of the Company’s executive officers, the ESP provides that, in the event the executive officer is terminated without cause or resigns for good reason upon or within 24 months following a change in control, he or she will be entitled to severance benefits from the Company. The merger will constitute a change in control for purposes of the ESP. All payments to the executive officers are contingent upon his or her execution of a separation and release agreement containing a complete release of claims against the Company and its affiliates, and, in the discretion of the company, non-competition, non-solicitation, nondisclosure and non-disparagement covenants.

The ESP provides that, in the event the executive officer’s employment is terminated by the Company without cause or by the executive officer for good reason, each of which we refer to as a qualifying termination, upon or within 24 months following a change in control, the executive officer will be entitled to:

-51-

For an estimate of the value of the payments and benefits described above that would be payable to the Company’s named executive officers under the ESP upon a qualifying termination in connection with the merger, see the section entitled “Non-Binding, Advisory Vote on Merger-Related Compensation for the Company’s Named Executive Officers—Golden Parachute Compensation” beginning on page 79. The estimated aggregate amount that would be payable to the Company’s three executive officers who are not named executive officers under the ESP if the merger were to be completed and they were to experience a qualifying termination on April 1, 2018 is $3,984,446, based on the base salary and target bonus amounts expected to be in effect on such date and assuming, for purposes of the pro rata bonus entitlement, target performance.

2018 Incentive Cash Awards

Under the merger agreement, the Company is permitted to grant incentive cash awards to Company employees, including executive officers. The cash award is generally intended to represent one-third (  ¹ ⁄ ₃ ) of the grant date value of the 2018 long-term incentive award that would have been granted to the officer in the ordinary course, but the amount of each officer’s individual award may not exceed the officer’s current base salary and the aggregate amount of such awards granted to officers may not exceed $3.3 million. These awards will vest and pay in full on the date that is 90 days after the closing, subject to continued employment through such date, or upon an earlier qualifying termination following the completion of the merger.

For an estimate of the value of the 2018 incentive cash awards that would be payable to the Company’s named executive officers upon a qualifying termination in connection with the merger, see the section entitled “Non-Binding, Advisory Vote on Merger-Related Compensation for the Company’s Named Executive Officers—Golden Parachute Compensation” beginning on page 78. The estimated aggregate amount that would be payable to the Company’s three executive officers who are not named executive officers if the merger were to be completed and they were to experience a qualifying termination on April 1, 2018 is $600,000.

Long-Term Cash Awards

Under the merger agreement, at the effective time, each outstanding long-term incentive cash award that was granted prior to the date of the merger agreement will vest in full and become payable within five days of the closing date. One of the executive officers, Mr. Sacasa, was granted a cash award in 2016 upon his promotion to Chief Compliance Officer, of which the outstanding and unvested portion as of the date of the merger agreement was $169,000. This amount was vested and paid to Mr. Sacasa in 2017 for purposes of Section 280G tax planning. No other executive officer has a long-term incentive cash award granted prior to the date of the merger agreement.

Other Compensation Matters

Under the merger agreement, the Company is permitted, with Parent’s consent, to establish bonus targets, maximums, performance measures and eligibility and participation requirements for a bonus plan with a performance period beginning January 1, 2018 and ending June 30, 2018. Parent will provide target annual cash bonus opportunities to continuing employees, including executive officers, for the period from July 1, 2018 through December 31, 2018 that are no less favorable than the opportunities provided immediately prior to the effective time.

In addition, the Company may implement ordinary course increases in base salary (not to exceed 5% in the aggregate or 15% individually) and annual cash incentive opportunity (not to exceed 5% in the aggregate or 15% individually) for executive officers in respect of the 2018 fiscal year (which may increase the severance entitlements under the ESP estimated above and in the tables below).

-52-

The Compensation Committee of the Board also approved a $300,000 payment made in 2017 to Mr. Welsh, the Chairman of the Board, and has reserved the right to pay Mr. Welsh an additional $200,000 in 2018, in each case as recognition of his expanded role over the last six months and for the additional time, responsibilities and leadership assumed by him during this period and his anticipated efforts during 2018. The 2017 payment was, and, if awarded, the 2018 payment would be, payable regardless of whether the merger is consummated.

The Company has also reserved the right, if the effective time of the merger has not occurred prior to May 1, 2018, to grant each non-executive director a cash-based award in lieu of the annual Company RSU award that would otherwise have been granted in connection with the Company’s 2018 annual meeting of stockholders, which cash award would have the same target amount and be subject to the same terms as the Company RSU awards granted to such directors in the 2017 calendar year.

Indemnification and Insurance

Pursuant to the terms of the merger agreement, the Company’s directors and officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies. See the section entitled “The Merger Agreement—Indemnification; Directors’ and Officers’ Insurance” beginning on page 74 for a description of such ongoing indemnification and coverage obligations.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a summary of the material U.S. federal income tax consequences of the merger to U.S. holders (as defined below) whose shares of our common stock are converted into the right to receive cash in the merger. This summary does not purport to consider all aspects of U.S. federal income taxation that might be relevant to our stockholders. For purposes of this discussion, we use the term “U.S. holder” to mean a beneficial owner of shares of our common stock that is, for U.S. federal income tax purposes:

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common stock, the U.S. federal income tax treatment of a partner generally will depend on the status of the partner and the tax treatment of the partnership. A partner of a partnership holding our common stock should consult its tax advisor regarding the U.S. federal income tax consequences of the merger.

This discussion is based on the Internal Revenue Code of 1986, as amended, which we refer to as the Code, Treasury regulations promulgated under the Code and published rulings of the Internal Revenue Service and court decisions, all as of the date hereof. These laws are subject to change or differing interpretation, possibly on a retroactive basis. The discussion applies only to U.S. holders who hold shares of our common stock as capital assets, and does not apply to holders of shares of our common stock received in connection with the exercise of employee stock options or otherwise as compensation, holders who hold an equity interest, actually or constructively, in Parent or the Company after the merger, holders who have perfected and not withdrawn a demand for, or lost the right to, appraisal under the DGCL or to holders who may be subject to special rules under the U.S. federal income tax laws (such as insurance companies, banks, tax-exempt organizations, financial institutions, broker-dealers, partnerships, S corporations or other pass-through entities (or investors therein), mutual funds, traders in securities who elect the mark-to-market method of accounting, stockholders subject to

-53-

the alternative minimum tax, stockholders that have a functional currency other than the U.S. dollar or stockholders who hold our common stock as part of a hedge, straddle, wash sale, constructive sale or conversion transaction). This discussion also does not address the U.S. tax consequences of the receipt of cash in connection with the treatment of stock-based awards or any other matters relating to equity compensation or benefit plans or any aspect of state, local or foreign tax laws. This discussion does not address any consequences under the U.S. federal tax laws other than those pertaining to the income tax, does not discuss the unearned income Medicare contribution tax on “net investment income” imposed pursuant to the Health Care and Education Reconciliation Act of 2010 and does not address any consequences under any applicate state, local or foreign tax laws. Holders of our common stock should consult their own tax advisors to determine the particular tax consequences to them of the merger, including the applicability and effect of any state, local, foreign or other tax laws.

Changes in U.S. federal income tax laws or regulations, with or without retroactive application, could affect the treatment described below. The two chambers of Congress recently passed legislation including numerous tax law changes which could significantly alter the tax consequences set forth below. Stockholders are urged to consult their tax advisors regarding the potential impact of tax law changes on the consequences of the merger.

Exchange of Shares of Our Common Stock for Cash Pursuant to the Merger Agreement

The exchange of shares of our common stock for cash in the merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder whose shares of our common stock are converted into the right to receive cash in the merger will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received with respect to such shares (determined before the deduction of any applicable withholding taxes, as described below under “Backup Withholding and Information Reporting”) and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis will generally equal the price the U.S. holder paid for its shares. Gain or loss will be determined separately for each block of shares of our common stock held by a U.S. holder (i.e., shares of our common stock acquired at the same cost in a single transaction). Any such capital gain or loss will be long-term capital gain or loss where the U.S. holder’s holding period for such shares of our common stock is more than one year at the effective time of the merger. Long-term capital gain of a non-corporate U.S. holder is generally taxed at preferential rates. There are limitations on the deductibility of capital losses.

Backup Withholding and Information Reporting

A U.S. holder may be subject to information reporting with respect to any payments made pursuant to the merger. In addition, backup withholding of tax will apply at the statutory rate to such payments, unless the U.S. holder or other applicable payee provides a taxpayer identification number, certifies that such number is correct and otherwise complies with the backup withholding rules or otherwise establishes an exemption. Each U.S. holder should complete and sign, under penalty of perjury, the Form W-9 to be included as part of the letter of transmittal and return it to the paying agent, in order to provide the information and certification necessary to avoid backup withholding, unless an exemption applies and is established in a manner satisfactory to the paying agent.

Backup withholding is not an additional tax. Any amounts withheld from cash payments to a U.S. holder pursuant to the merger under the backup withholding rules will generally be allowable as a refund or a credit against such U.S. holder’s U.S. federal income tax liability provided the required information is timely furnished to the Internal Revenue Service. U.S. holders are urged to consult their tax advisors as to qualifications for exemption from backup withholding and the procedure for obtaining the exemption.

The U.S. federal income tax consequences described above are not intended to constitute a complete description of all tax consequences relating to the merger. Because individual circumstances may differ, each stockholder should consult the stockholder’s tax advisor regarding the applicability of the rules discussed above to the stockholder and the particular tax effects to the stockholder of the merger in light

-54-

of such stockholder’s particular circumstances, the application of state, local and foreign tax laws, and, if applicable, the treatment of stock-based awards or any other matters relating to equity compensation or benefit plans.

Regulatory Approvals

The Company, Parent and Merger Sub have agreed to cooperate with each other and use their respective reasonable best efforts to obtain any consents, licenses, permits, waivers, approvals, authorizations, clearances or orders advisable or required to be obtained from any governmental authority in respect of the transactions contemplated by the merger agreement, including under the Antitrust Laws and the DOJ Agreement. In furtherance thereof, Parent has agreed to (and the Company has agreed to, if requested by Parent) take all such further action as may be necessary to avoid or eliminate each and every impediment under any Antitrust Law or the DOJ Agreement so as to enable the closing of the merger to occur as promptly as practicable. The merger agreement defines the term “Antitrust Laws” to mean the Sherman Antitrust Act of 1890, the Clayton Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914, the Defense Production Act of 1950 and the Exon-Florio Amendment, ITAR, Regulation (EC) 139/2004 of the European Union, which we refer to as the EU Merger Regulation, and all other federal, state, foreign or supranational statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws, including any antitrust, competition, trade or foreign investment laws and regulations that are designed or intended to (i) prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, (ii) regulate foreign investments or (iii) protect the national security or the national economy of any nation.

HSR Clearance . Under the HSR Act and related rules, certain transactions, including the merger, may not be completed until notifications have been given and information furnished to the Antitrust Division and the FTC, and all statutory waiting period requirements have been satisfied. The merger agreement requires the parties use reasonable best efforts to make all necessary filings under the HSR Act as promptly as practicable after the date of the merger agreement. Completion of the merger is subject to the expiration or termination of the applicable waiting period under the HSR Act.

On January 2, 2018, Parent and the Company filed notification of the proposed merger with the Antitrust Division and the FTC under the HSR Act.

Other Antitrust Law Clearances. Completion of the merger is further subject to (1) a decision having been adopted by the European Commission pursuant to the EU Merger Regulation declaring that the merger is compatible with the internal market, (2) the clearances, consents, approvals, and waiting periods applicable to the consummation of the merger under the Antitrust Laws of Brazil, Canada, Chile, Colombia and Mexico having been obtained or expired or been earlier terminated, as applicable, and (3) unless unilaterally waived by Parent, the receipt by Parent of the following, which we refer to as the completion of the CFIUS process: (a) a written determination from CFIUS to the effect that the Merger does not constitute a “covered transaction” pursuant to 31 C.F.R. § 800.207, (b) a written determination from CFIUS to the effect that review or investigation of the Merger has been concluded and that a determination has been made that there are no unresolved national security concerns or (c) following an investigation conducted by CFIUS pursuant to 31 C.F.R. § 800.503, CFIUS reports the Merger to the President of the United States, and the President of the United States makes a decision not to suspend or prohibit the Merger pursuant to his authorities under the Exon-Florio Amendment.

DOJ Agreement. Completion of the merger is further subject to the DOJ not having notified the Company of its determination that the merger or the other transactions contemplated by the merger agreement has the effect of circumventing or frustrating the enforcement purposes of the DOJ Agreement, the DOJ notice period (as defined in the section entitled “The Merger Agreement—Conditions to the Merger” beginning on page 70) having expired and the DOJ Agreement remaining in full force and effect.

-55-

At any time before or after consummation of the merger, the DOJ (including the Antitrust Division) or the FTC (notwithstanding the termination of the waiting period under the HSR Act) or a state or non-U.S. governmental entity could take such action under applicable Antitrust Laws or the DOJ Agreement as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger and seeking divestiture of substantial assets of the Company, Parent or Merger Sub. Private parties may also seek to take legal action under antitrust or competition laws under certain circumstances.

There can be no assurance that the regulatory approvals described above, or any other regulatory approvals that might be required to consummate the merger, will be obtained and, if obtained, there can be no assurance as to the timing of any approvals, ability to obtain the approvals on satisfactory terms or the absence of any litigation challenging such approvals. There can also be no assurance that the Antitrust Division, the FTC or any other governmental entity or any private party will not attempt to challenge the merger on antitrust or competition law grounds, and, if such a challenge is made, there can be no assurance as to its result.

Litigation Related to the Merger

On January 2, 2018, a purported stockholder of the Company filed an action on behalf of a putative class of stockholders of the Company in the United States District Court for the District of Delaware, captioned Stanfield v. General Cable Corp. , No. 1:18-cv-00006-UNA (D. Del.). The action names the Company and the members of the Board as defendants. The complaint alleges that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Regulation G and Rule 14a-9 promulgated thereunder by causing a materially incomplete and misleading preliminary proxy statement to be filed with the SEC on December 22, 2017. The complaint purports to seek injunctive relief and money damages. The Company believes that the allegations in this action are without merit.

On January 9, 2018, a purported stockholder of the Company filed an action on behalf of a putative class of stockholders of the Company in the United States District Court for the Eastern District of Kentucky, captioned Rosenblatt v. General Cable Corp. , No. 2:18-cv-00010-WOB-CJS (E.D. Ky.). The action names the Company, Parent, Merger Sub and the members of the Board as defendants. The complaint alleges that the defendants violated Sections 14(a) and 20(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder, by causing a false and misleading preliminary proxy statement to be filed with the SEC on December 22, 2017. The complaint purports to seek injunctive relief and money damages. The Company and Parent believe that the allegations in this action are without merit.

-56-

THE MERGER AGREEMENT

This section describes the material terms of the merger agreement. The description of the merger agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read the merger agreement carefully and in its entirety .

Explanatory Note Regarding the Merger Agreement

The merger agreement, a copy of which is attached as Annex A , and this summary of its terms are included in this proxy statement to provide you with information regarding its terms. Factual disclosures about the Company contained in this proxy statement or in the Company’s public reports filed with the SEC may supplement, update or modify the factual disclosures about the Company contained in the merger agreement. The representations, warranties and covenants made in the merger agreement by the Company, Parent and Merger Sub were made solely to the parties to, and solely for the purposes of, the merger agreement and as of specific dates and were qualified and subject to important limitations agreed to by the Company, Parent and Merger Sub in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the merger agreement may have the right not to consummate the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC and in some cases were qualified by matters set forth on the disclosure schedule delivered to Parent in connection with the merger agreement, which we refer to as the disclosure schedule, which disclosures are not reflected in the merger agreement. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the merger agreement. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts of the Company, Parent, Merger Sub or any of their respective subsidiaries or affiliates.

Effects of the Merger; Directors and Officers; Certificate of Incorporation; By-laws

The merger agreement provides for the merger of Merger Sub with and into the Company upon the terms, and subject to the conditions, set forth in the merger agreement. As a result of the merger, the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation.

The directors of Merger Sub and the officers of the Company at the effective time of the merger will, from and after the effective time of the merger, be the directors and officers, respectively, of the surviving corporation, in each case, until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the DGCL, the charter and by-laws of the surviving corporation.

At the effective time of the merger, the amended and restated certificate of incorporation of the Company will be amended and restated to read as set forth in Exhibit A to the merger agreement, until thereafter amended as provided therein or as provided by applicable law, and the by-laws of Merger Sub in effect immediately prior to the effective time of the merger will be the by-laws of the surviving corporation, until thereafter amended as provided therein or as provided by applicable law.

Following the completion of the merger, our common stock will be delisted from NYSE, will be deregistered under the Exchange Act and will cease to be publicly traded.

-57-

Closing and Effective Time of the Merger

The merger agreement provides that the closing of the merger, which we refer to as the closing, will take place at 9:00 a.m. eastern time on the third business day following the date on which the last of the conditions to closing (described in the section entitled “The Merger Agreement—Conditions to the Merger” beginning on page 70) has been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of those conditions on the closing date of the merger), or such other time and date as may be mutually agreed in writing by the Company and Parent.

Assuming receipt of required regulatory approvals and timely satisfaction of other closing conditions, including the approval by our stockholders of the merger proposal, we currently expect the closing of the merger to occur by the third quarter of 2018.

The effective time of the merger will occur upon a certificate of merger having been duly filed with and accepted by the Secretary of State of the State of Delaware (or at such later time as the Company and Parent may agree in writing and specified in the certificate of merger).

Treatment of Common Stock, Stock-Based Awards and Performance Awards

Each share of our common stock issued and outstanding immediately prior to the effective time of the merger (other than excluded shares and dissenting shares) will be converted into the right to receive from Parent $30.00 in cash, without interest, less any applicable withholding taxes.

At the effective time of the merger, each stock option outstanding immediately prior to the effective time of the merger (whether vested or unvested) will be cancelled and converted into the right to receive (without interest) an amount in cash equal to the excess, if any, of $30.00 over the exercise price per share under such stock option. Each option for which the exercise price per share is equal to or greater than $30.00 shall be cancelled at the effective time without payment of consideration.

At the effective time of the merger, (i) each Company RSU award held by a non-employee director that is outstanding immediately prior to the effective time of the merger will be accelerated and converted into the right to receive (without interest) an amount in cash equal to $30.00 with respect to each share of Company common stock underlying such award, and (ii) each Company RSU award not held by a non-employee director that is outstanding immediately prior to the effective time of the merger will be converted into an award representing the right to receive (without interest and less applicable withholding taxes) an amount in cash equal to $30.00, which shall be subject to the same terms and conditions that were applicable to such restricted stock unit award immediately prior to the effective time, provided that any performance-based vesting condition measured over a period of one year will be deemed satisfied and the converted award will vest on the earlier of (A) the originally scheduled vesting date and (B) the date that is six months following the closing date, subject to continued employment with Parent and its subsidiaries through such applicable date (or upon the holder’s earlier termination by Parent, the surviving corporation or any of their respective affiliates without “cause” or for “good reason” (as each term is defined in the Company’s 2015 Stock Incentive Plan)).

At the effective time of the merger, each Company PSU award outstanding immediately prior to the effective time of the merger will be cancelled and converted into an award representing the right to receive (without interest and less applicable withholding taxes) an amount in cash equal to the number of shares subject to the award multiplied by $30.00. The number of shares of the Company’s common stock subject to such PSU will be determined (i) for any award with a performance period commencing as of January 1, 2016, based on actual performance as determined by the Compensation Committee of the Board and (ii) for any award with a performance period commencing as of January 1, 2017, based on performance deemed satisfied at the target level. Each converted PSU award will be subject to the same terms and conditions that were applicable immediately prior to the effective time, provided that as of the effective time, the performance-vesting conditions

-58-

shall no longer apply and each award shall be subject solely to service-based vesting. For Company PSU awards with a performance period commencing as of January 1, 2015, settlement is expected to occur prior to the effective time of the merger and will be based on the actual level of achievement of the applicable performance goals.

The merger agreement provides that the offering period ongoing as of the date of the merger agreement will be the final offering period under the ESPP, and that each ESPP participant’s accumulated contributions under the ESPP will be used to purchase shares of our common stock in accordance with the ESPP on the earlier of (i) the end of the offering period and (ii) the trading date that is five business days prior to the closing date. The merger agreement also provides that (A) no additional purchase rights will be granted under the ESPP, (B) participants in the ESPP will be prohibited from increasing their payroll deductions from those in effect on the date of the merger agreement and (C) the ESPP will be terminated at the effective time of the merger.

Surrender and Payment Procedures

Prior to the effective time of the merger, Parent or Merger Sub will deposit, or will cause to be deposited, with the paying agent a cash amount in U.S. dollars sufficient to pay the aggregate merger consideration, other than in respect of the excluded shares as discussed below, payable to our stockholders.

Promptly after the effective time of the merger, and in any event within five business days thereafter, the surviving corporation will cause the paying agent to mail to each of our stockholders of record immediately prior to the effective time of the merger (other than holders of excluded shares) (i) a notice advising such holders of the effectiveness of the merger, (ii) a letter of transmittal specifying that delivery will be effected, and risk of loss and title will pass, only upon the delivery of the share certificates representing such shares (or affidavits of loss in lieu of such share certificates as provided in the merger agreement) or the transfer of the shares of our common stock represented by book-entry to the paying agent, such materials to be in such form and having such provisions as Parent desires with approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) and (iii) instructions advising each such holder of record how to surrender his, her or its shares of our common stock in exchange for the merger consideration. The paying agent will deliver to each holder of record a check in the amount (after giving effect to any required tax withholdings) of merger consideration to which such holder is entitled after delivery or transfer of such shares. Interest will not be paid or accrue in respect of the merger consideration.

In the event of a transfer of ownership of shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the share certificates may be issued to such transferee if the share certificates formerly representing such shares are presented to the paying agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable.

Any holder of book-entry shares will not be required to deliver a share certificate or an executed letter of transmittal to the paying agent to receive the merger consideration that such holder is entitled to receive. In lieu thereof, each holder of book-entry shares whose shares were converted into the right to receive the merger consideration will, upon receipt by the paying agent of an “agent’s message”, be entitled to receive, and Parent will cause the paying agent to pay and deliver as promptly as reasonably practicable after the effective time of the merger, the merger consideration in respect of such book-entry shares (and such book-entry shares will be cancelled).

From and after the effective time of the merger, there will be no transfers on the stock transfer books of the Company of the shares of our common stock that were outstanding immediately prior to the effective time of the merger.

If any cash deposited with the paying agent remains unclaimed or otherwise undistributed for one year following the effective time of the merger, such cash will be delivered to the surviving corporation. Thereafter,

-59-

holders of our common stock (other than holders of excluded shares) who have not received payment due to non-compliance with the exchange procedures will be entitled to look only to the surviving corporation with respect to payment of the merger consideration (after giving effect to any required tax withholdings), without any interest thereon.

Parent, the Company, Merger Sub, the surviving corporation and the paying agent, as applicable, will be entitled to deduct and withhold from the merger consideration such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax law. Any sum that is withheld will be remitted to the appropriate taxing authority, and will be treated for all purposes of the merger agreement as having been paid to the holder of shares with regard to whom it is deducted and withheld.

Representations and Warranties

Representations and Warranties of the Company

We made customary representations and warranties in the merger agreement that are subject, in many cases, to exceptions and qualifications contained in the merger agreement, in the disclosure schedule or in certain reports filed with the SEC. These representations and warranties relate to, among other things:

-60-

Material Adverse Effect

Many of our representations and warranties are qualified by, among other things, exceptions relating to the absence of a “material adverse effect”, which means any change, effect, event, occurrence or development (which we collectively refer to as an effect) that is materially adverse to the financial condition, business or results of operations of the Company and its subsidiaries, taken as a whole, excluding any effect resulting from the following:

-61-

-62-

Representations and Warranties of Parent and Merger Sub

The merger agreement also contains customary representations and warranties made by Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. The representations and warranties of Parent and Merger Sub relate to, among other things:

The representations and warranties in the merger agreement of each of the Company, Parent and Merger Sub will not survive the consummation of the merger or the termination of the merger agreement pursuant to its terms.

Conduct of Our Business Pending the Merger

Under the merger agreement, between the date of the merger agreement and the effective time of the merger, except as (i) required by the merger agreement, (ii) required by applicable law or the DOJ Agreement, (iii) approved in writing by Parent (such approval not to be unreasonably withheld, delayed or conditioned) or (iv) set forth on the disclosure schedule, the Company has agreed that it will, and that it will cause its subsidiaries to, use its and their reasonable best efforts to conduct their respective businesses in the ordinary course of

-63-

business consistent with past practice and, to the extent consistent with past practice, to use its and their respective commercially reasonable efforts to preserve their business organizations intact and to maintain existing business relationships (including with customers and suppliers).

We have further agreed that, between the date of the merger agreement and the effective time of the merger, except as expressly (i) required by the merger agreement, (ii) required by applicable law or the DOJ Agreement, (iii) approved in writing by Parent (such approval not to be unreasonably withheld, delayed or conditioned) or (iv) set forth on the disclosure schedule, the Company will not, and will cause its subsidiaries not to:

-64-

-65-

No Solicitation of Acquisition Proposals; Board Recommendation Changes

No Solicitation or Negotiation

Except as permitted by the terms of the merger agreement described below, we have agreed in the merger agreement that neither the Company nor any of its subsidiaries nor any of the officers and directors of the Company or its subsidiaries will, and the Company will instruct and use its reasonable best efforts to cause its or its subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (which we refer to as representatives) to, directly or indirectly:

The merger agreement defines the term “acquisition proposal” to mean any proposal or offer with respect to (i) a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, spin-off, business combination or similar transaction involving the Company or any of its subsidiaries or assets, in each case, representing 15% or more of the consolidated net revenues, net income or total assets (including equity securities of its subsidiaries or any other entity) of the Company, (ii) any direct or indirect acquisition by any person or group resulting in, or proposal or offer, which if consummated would result in, any person or group becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of 15% or more of the total voting power or of any class of equity securities of the Company, or those of any of its subsidiaries or assets, in each case, representing 15% or more of the consolidated net revenues, net income or total assets (including equity securities of its subsidiaries or any other entity) of the Company or (iii) any combination of the foregoing, in each case, other than the transactions contemplated by the merger agreement.

We agreed to, and to direct our representatives to, immediately cease and cause to terminate any existing activities, discussions or negotiations with any third party conducted with respect to an acquisition proposal or proposal or inquiry that would reasonably be expected to lead to an acquisition proposal. We also agreed to promptly request that any person that has executed a confidentiality agreement in connection with any actual or potential acquisition proposal that remained in effect as of the date of the merger agreement to return or destroy all confidential information provided pursuant to or in connection with such confidentiality agreement. We have further agreed not to, and cause our subsidiaries and our and their officers and directors not to, waive, terminate, modify or fail to enforce any “standstill” or confidentiality or similar obligation of any person (other than a party to the merger agreement or its affiliates) with respect to the Company or any of its subsidiaries, unless the Board determines in good faith, after consultation with its outside counsel, that it would be inconsistent with the Board’s fiduciary duties under applicable law not to do so.

No Solicitation Exceptions

Notwithstanding the foregoing, the Company and Parent also agreed that, at any time prior to the time the Company’s stockholders adopt the merger agreement, in response to a bona fide written acquisition proposal

-66-

received after the date of the merger agreement that did not result from a material breach of the non-solicitation provisions of the merger agreement, the Company may, or may authorize its representatives to:

if and only to the extent that:

The merger agreement defines the term “superior proposal” to mean a bona fide written acquisition proposal that did not result from a material breach of these provisions and that would result in any third party or group becoming the beneficial owner of, directly or indirectly, more than 80% of the assets (on a consolidated basis) of the Company and its subsidiaries or more than 50% of the total voting power of the equity securities of the Company that the Board has determined in good faith, after consultation with its outside legal counsel and its outside financial advisor, taking into account all legal, financial, financing, regulatory and other aspects of such acquisition proposal, the identity of the third parties making the proposal and the likelihood of the proposal being consummated in accordance with its terms and all other matters that the Board considers appropriate, that would, if consummated, result in a transaction (i) more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by the merger agreement (after taking into account any revisions to the terms of the merger agreement proposed by Parent pursuant to these provisions) and (ii) that is reasonably likely to be completed, taking into account any regulatory, financing or approval requirements and any other aspects considered relevant by the Board.

-67-

The Company agrees to promptly (and, in any event, within 48 hours) notify Parent in writing if any inquiries, proposals, indications of interest or offers with respect to an acquisition proposal are received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, it or any of its representatives indicating, in connection with such notice, the material terms and conditions of any proposal, indication of interest or offer (including the identity of the party making such proposal, indication of interest or offer and, if applicable, copies of any written request, proposal, offer, indication of interest or offer, including proposed agreements and any other written communications) and thereafter to keep Parent informed, on a prompt basis (and, in any event, within 48 hours), of the status and terms of any such proposal, inquiry, indication of interest or offer (including any amendments thereto) and the status of any such discussions or negotiations.

Change of Recommendation

The merger agreement provides that (subject to certain exceptions described below) neither the Board, nor any committee thereof will (i) withhold, withdraw, qualify or modify (in a manner adverse to Parent), or publicly propose or resolve to withhold, withdraw, qualify or modify (in a manner adverse to Parent), the Company recommendation; (ii) approve or recommend, or publicly declare advisable, any acquisition proposal; (iii) fail to include the Company recommendation in the proxy statement; (iv) in the event an acquisition proposal has been made public, fail to publicly reaffirm its approval or recommendation of the merger agreement and the merger within 10 business days after receipt of any written request to do so from Parent (provided, that, (x) Parent will only be entitled to request one such reaffirmation per acquisition proposal, and (y) if an acquisition proposal is modified in any material respect, Parent will be entitled to request one additional such reaffirmation in connection with each such modification); (v) fail to recommend against any acquisition proposal that is a tender or exchange offer prior to the close of business on the 10 ^th business day (calculated in accordance with Rule 14d-1 under the Exchange Act) after commencement of such tender or exchange offer; or (vi) approve or recommend, or declare advisable or propose to enter into, or cause or permit the Company to enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement with respect to any acquisition proposal (other than a confidentiality agreement relating to any acquisition proposal as permitted by the merger agreement), which we refer to as an alternative acquisition proposal (any action or omission described in (i) through (vi), we refer to as a change of recommendation).

Change of Recommendation Exceptions

Notwithstanding the foregoing, the Company and Parent also agreed that, prior to the time the stockholders of the Company adopt the merger agreement, the Board may make a change of recommendation (and, solely with respect to a superior proposal, terminate the merger agreement as described in the section entitled “The Merger Agreement—Termination” starting on page 72), if and only if the Board determines in good faith, after consultation with its outside financial advisor and outside legal counsel, that (x) in the case where the change of recommendation is not made in connection with an acquisition proposal, the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law and the Board has provided Parent with at least 96 hours’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action, and (y) in the case where such change of recommendation is made in connection with an acquisition proposal, such acquisition proposal constitutes a superior proposal and the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law.

-68-

Match Rights

The Company further agreed that the Board will not make a change of recommendation in response to an acquisition proposal (or terminate the merger agreement with respect to a superior proposal, in which case the Company will be required to pay a termination fee of $47 million to Parent), unless:

Stockholders Meeting

The Company has agreed, in accordance with its organizational documents and applicable law, to cause a meeting of its stockholders to be duly called and held as promptly as reasonably practicable after clearance of this proxy statement by the SEC for the purpose of obtaining the approval of the merger and adoption of the merger agreement by the affirmative vote of the holders of a majority of the voting power of the shares of Company common stock entitled to vote on the merger proposal and to comply with all legal requirements applicable to such meeting. The Company has agreed that the Board will recommend adoption of the merger agreement to the Company’s stockholders, subject to the provisions of the merger agreement discussed above under “The Merger Agreement—No Solicitation of Acquisition Proposals; Board Recommendation Changes” beginning on page 63.

Filings; Other Actions; Notification

The Company, Parent and Merger Sub will cooperate with each other and use their respective reasonable best efforts to:

-69-

In addition, the Company and Parent have agreed to use (and to cause their respective subsidiaries to use) reasonable best efforts to:

In furtherance of the foregoing, Parent will (and if requested by Parent, the Company will) take all such further action as may be necessary to avoid or eliminate each and every impediment under any Antitrust Law or the DOJ Agreement so as to enable the closing of the merger to occur as promptly as practicable (and in any event no later than the outside date); provided, that nothing in the merger agreement will require Parent, the Company or any of their respective subsidiaries to take any such actions unless any such action is binding on or otherwise applicable to Parent or the Company only from and after the effective time of the merger in the event that the closing of the merger occurs.

Financing

Prior to the closing of the merger, the Company has agreed that it and its subsidiaries will use commercially reasonable efforts to cause their respective representatives to provide all customary cooperation reasonably requested by Parent in connection with any third-party debt financing of Parent or any of its subsidiaries for the purpose of financing the merger and any transaction related to the merger, including the refinancing of any debt of Parent, the Company or their respective subsidiaries in connection with such financing; provided, that:

-70-

No employee, officer, director or representative of the Company or any of its subsidiaries will be required to deliver any certificate or opinion or take any other action that would result in personal liability to such employee, officer, director or representative in connection with the debt financing of Parent or any of its subsidiaries.

Any breach by the Company or its subsidiaries of their obligations as described in this section will not constitute a breach for purposes of termination of the merger agreement (as described in the section entitled “The Merger Agreement—Termination” beginning on page 72) or a breach of the conditions to closing set forth in the merger agreement (as described in the section entitled “The Merger Agreement—Conditions to the Merger” beginning on page 70).

Treatment of Outstanding Debt

The Company has agreed to (and to cause its subsidiaries to) issue, upon Parent’s written request, a notice of optional redemption on the closing date for all of the outstanding aggregate principal amount of the Company’s 5.75% senior notes due 2022, which we refer to as the senior notes, issued pursuant to the indenture, dated September 25, 2012, among the Company, certain of its subsidiaries party thereto as guarantors, and U.S. Bank National Association, which we refer to as the senior notes indenture, and to provide any other cooperation reasonably requested by Parent to facilitate the satisfaction and discharge of the senior notes, if elected by Parent, effective as of the closing date, or at such later date at Parent’s election.

Additionally, the Company will and will cause its subsidiaries to take all actions required to repay in full on the closing date all obligations then outstanding under the credit agreement and to use reasonable best efforts to cause the release on the closing date of all liens securing obligations under the credit agreement.

The Company and its subsidiaries will also take certain actions with respect to and pursuant to the terms of the credit agreement, senior notes and the subordinated convertible notes that are required to be performed by the Company or its subsidiaries at or prior to the effective time of the merger as a result of the execution and delivery

-71-

of the merger agreement, the merger and the other transactions contemplated thereby, including the giving of notices or execution and delivery of certain documents. If the closing date of the merger would have been December 31, 2017, each holder of a subordinated convertible note with a principal amount of $1,000 who elected to convert such subordinated convertible note in connection with the merger pursuant to the subordinated convertible notes indenture would have been entitled to receive $1,078.56 for such subordinated convertible note.

In addition, the Company will use its reasonable best efforts to (and to cause its subsidiaries to) take any actions that are reasonably requested by Parent with respect to the treatment specified by Parent of any other indebtedness of the Company.

Employee Benefits Matters

Parent has agreed that employees of the Company and any subsidiary who continue to be employed after the effective time, other than employees covered by a collective bargaining agreement, which we refer to collectively as the continuing employees, will:

Additionally, Parent has agreed to (or, with respect to employees outside of the United States, use commercially reasonable efforts to) (i) cause any pre-existing condition and eligibility limitations under group health plans of Parent or its affiliates to be waived with respect to the continuing employees and their eligible dependents, (ii) give each continuing employee credit for eligible expenses for deductible and maximum out-of-pocket co-insurance requirements for purposes of satisfying the deductible and maximum out-of-pocket co-insurance requirements under the corresponding benefit plans of Parent and its affiliates and (iii) take into account such continuing employee’s employment with the Company or any of its affiliates for purposes of eligibility, vesting and benefit accrual (except for benefit accrual under defined benefit pension plans, for purposes of qualifying for subsidized early retirement benefits or retiree medical benefits or to the extent it would result in a duplication of benefits), as if such service were with Parent, to the same extent such service was credited under a comparable benefit.

Under the merger agreement, the Company will also be allowed to finally and conclusively determine the amounts payable under the Company’s annual bonus plans, which we refer to as the Company bonus plans, in respect of the 2017 fiscal year, and to pay such amounts in the ordinary course of business at such time annual bonuses have historically been paid by the Company, but no later than the closing date. The amounts payable

-72-

under the Company bonus plans will not exceed, in the aggregate, 110% of the aggregate target bonus amounts under the Company bonus plans in respect of the 2017 fiscal year.

The Company may, in consultation with Parent and subject to Parent’s consent, establish bonus targets, maximums, performance measures and eligibility and participation requirements under the Company bonus plans for a short performance period beginning on January 1, 2018 and ending on June 30, 2018, which we refer to as the short performance year. Prior to the closing, Parent will consult with the Compensation Committee of the Board regarding the performance determination for the short performance year, based on results through the most recent practicable date prior to the closing, and Parent will consider such views in good faith upon making its determination in accordance with the following sentence. Following the closing, Parent will determine the level of achievement of the applicable performance measures for the short performance year and the earned bonus amount of each participant based on such level of achievement, which amount shall be paid in the first calendar quarter of 2019, subject to the participant’s continued employment with Parent and its subsidiaries, including the Company, through such date. For the period from July 1, 2018 through December 31, 2018, Parent has agreed to provide annual bonus opportunities, which will be provided to continuing employees as described above.

In the event that, prior to payment of the 2018 fiscal year bonuses, a continuing employee experiences a termination without “cause” or for “good reason” (as each such term is defined in the Company 2015 Stock Incentive Plan), such employee will, no later than 30 days following such termination, be paid a bonus for the 2018 fiscal year under the applicable Company bonus plan, based on target performance levels and prorated for the portion of the 2018 fiscal year (based on calendar days) elapsed between January 1, 2018 and the effective date of such continuing employee’s termination of employment; provided, that, any continuing employee who is otherwise entitled to receive a prorated bonus for such period under a change in control agreement, severance plan, or otherwise, will not be eligible to receive the prorated bonus described in this paragraph in order to avoid duplication of benefits.

All outstanding long-term incentive cash awards granted prior to the date of the merger agreement will vest in full and Parent shall, or shall cause the surviving corporation to, pay such amounts to the holders thereof through the surviving corporation’s payroll no later than five business days following the closing date.

Parent has acknowledged that a “change in control” (or similar phrase) within the meaning of the benefit plans of the Company and its subsidiaries will occur from and after the effective time. From and after the effective time, Parent will, and will cause its affiliates to, honor all obligations and rights under the Company’s benefit plans in accordance with their terms as in effect from time to time, including with respect to modification, amendment and termination.

Conditions to the Merger

The respective obligations of the Company, Parent and Merger Sub to effect the merger are subject to the satisfaction or waiver at or prior to the effective time of the merger of the following conditions:

-73-

The obligations of Parent and Merger Sub to effect the merger are also subject to the satisfaction or waiver by Parent at or prior to the effective time of the merger of the following additional conditions:

-74-

The Company’s obligation to effect the merger is also subject to the satisfaction or waiver by the Company at or prior to the effective time of the merger of the following additional conditions:

Termination

The Company and Parent may, by mutual written consent, terminate the merger agreement and abandon the merger at any time prior to the effective time of the merger.

The merger agreement may also be terminated and the merger abandoned at any time prior to the effective time of the merger, as follows:

-75-

Termination Fee

In certain circumstances, the Company may be required to pay Parent the termination fee of $47 million if the merger agreement is terminated.

The termination fee would be payable if:

The termination fee would also be payable in the following circumstances:

Expenses

Except as otherwise provided in the merger agreement, all costs and expenses incurred in connection with the merger agreement will be paid by the party incurring such cost or expense; provided, that costs incurred in connection with the filing and printing of the proxy statement will be equally shared by Parent and the Company.

Remedies

No termination of the merger agreement will relieve any party to the merger agreement of any liability or damages to the other party resulting from any fraud or willful and material breach of its obligations set forth in the merger agreement.

-76-

Except in the event of fraud or willful and material breach, the parties have agreed that if the merger agreement is terminated and a termination fee becomes due and payable and is paid by us, the termination fee will be the sole and exclusive remedy of Parent and its subsidiaries against us and our subsidiaries for any loss suffered as a result of any breach of any covenant or agreement in the merger agreement or the failure of the merger or the other transactions contemplated by the merger agreement to be consummated. In no event will we be required to pay the termination fee on more than one occasion.

Prior to the termination of the merger agreement, each party is entitled to enforce specifically the terms and provisions of the merger agreement and to obtain an injunction restraining any breach or violation or threatened breach or violation of the provisions of the merger agreement. There is no necessity to post a bond or other form of security with or as a condition to obtaining such injunction or injunctions.

Indemnification; Directors’ and Officers’ Insurance

For six years after the effective time of the merger, Parent will, and will cause the surviving corporation to, indemnify and hold harmless, to the fullest extent permitted under applicable law (and Parent will also advance expenses as incurred to the fullest extent permitted under applicable law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification), each present and former director and officer of the Company and its subsidiaries and each individual who was serving at the request of the Company or its subsidiaries as a director, officer, employee, member, trustee or fiduciary of any other corporation, partnership or joint venture, trust, employee benefit plan or other enterprise, which we refer to as the indemnified parties, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to their service for, or at the request of, the Company or its subsidiaries at or prior to the effective time of the merger.

Parent and Merger Sub have agreed that all rights to exculpation or indemnification for acts or omissions occurring prior to the effective time of the merger existing as of the date of the merger agreement, in favor of the indemnified parties, as provided in the Company’s or each of its subsidiaries’ respective organizational or governing documents or in any contract, will survive the merger and the transactions contemplated by the merger agreement and will continue in full force and effect in accordance with their terms. After the effective time of the merger, Parent and the surviving corporation will (and Parent will cause the surviving corporation to) fulfill and honor such obligations to the maximum extent that the Company or applicable subsidiary would have been permitted to fulfill and honor them by applicable law. In addition, for six years following the effective time of the merger, Parent will cause the surviving corporation to cause the certificates of incorporation and by-laws of the surviving corporation to contain provisions with respect to indemnification and exculpation that are at least as favorable as the indemnification and exculpation provisions contained in the certificates of incorporation and by-laws of the Company immediately prior to the effective time of the merger, and such provisions will not be amended, repealed or otherwise modified for six years following the effective time of the merger, except as required by applicable law.

Prior to the effective time of the merger, the Company will, and if the Company is unable to, Parent will cause the surviving corporation as of the effective time of the merger to, obtain and fully pay the premium for “tail” insurance policies for the extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of at least six years from and after the effective time of the merger from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of the merger agreement (or, if no such policies are available from insurance carriers with such credit rating, from insurance carriers with the next-highest credit rating then capable of providing such policies) with respect to directors’ and officers’ liability insurance and fiduciary liability insurance, which we collectively refer to as D&O insurance. The terms, conditions, retentions and limits liability

-77-

of such D&O insurance will be at least as favorable in the aggregate, to the indemnified parties than the Company’s existing policies with respect any actual or alleged error, misstatement, misleading statement, act, omission, neglect or breach of duty claimed against a director or officer of the Company or any of its subsidiaries at or prior to the effective time of the merger (including in connection with the merger agreement or the transactions or actions contemplated by the merger agreement). If the Company and the surviving corporation for any reason fail to obtain such “tail” insurance policies as of the effective time of the merger, the surviving corporation will, and Parent will cause the surviving corporation to, continue to maintain in effect for a period of at least six years from and after the effective time of the merger the D&O insurance in place as of the date of the merger agreement, with terms, conditions, retentions and limits of liability that are at least as favorable, in the aggregate, to the insureds as provided in the Company’s existing policies as of the date of the merger agreement, or the surviving corporation will, and Parent will cause the surviving corporation to, purchase comparable D&O insurance for such six-year period with terms, conditions, retentions and limits of liability that are at least as favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of the merger agreement. Notwithstanding the foregoing, in no event will Parent or the surviving corporation be required to expend for such policies an annual premium amount in excess of 300% of the annual premiums paid by the Company for such insurance as of the date of the merger agreement, and if such premia do exceed such amount, the surviving corporation will be required to obtain a policy with the greatest coverage available for a cost not exceeding such amount.

The foregoing indemnity obligations will survive the closing of the merger.

The indemnified parties have the right to enforce the provisions of the merger agreement relating to their indemnification. Such provisions may not be terminated or modified in such a manner as to adversely affect any indemnified party without the consent of such indemnified party.

Modification or Amendments

At any time prior to the effective time of the merger, the merger agreement may be amended, modified or waived, by a signed written agreement, in the case of an amendment or modification by Parent, Merger Sub and the Company, or in the case of a waiver, by the party against whom the waiver is to be effective (provided, that after the stockholders’ vote on the merger, no amendment will be made should applicable law require further approval by the stockholders without obtaining such further approval).

Waiver

The conditions to each of the parties’ obligations to consummate the merger may be waived by such party in whole or in part to the extent permitted by law. No failure or delay by any party in exercising any right, power or privilege under the merger agreement will operate as a waiver of such right, power or privilege, nor will any single or partial exercise of any right, power or privilege preclude any other or further such exercise or the exercise of any other right, power or privilege.

-78-

NON-BINDING, ADVISORY VOTE ON MERGER-RELATED COMPENSATION

FOR THE COMPANY’S NAMED EXECUTIVE OFFICERS

This section sets forth the information required by Item 402(t) of the SEC’s Regulation S-K regarding compensation for each “named executive officer” of the Company that is based on, or otherwise relates to, the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the merger-related compensation payable to our named executive officers. The “golden parachute” compensation payable to these individuals is subject to a non-binding, advisory vote of the Company’s stockholders, as described below in this section.

The table below sets forth, for the purposes of this golden parachute disclosure, the amount of payments and benefits (on a pre-tax basis) that each of the Company’s named executive officers would receive, assuming that (1) the effective time will occur on April 1, 2018 (which is the assumed date solely for purposes of this golden parachute compensation disclosure), (2) each of the Company’s named executive officers will experience a qualifying termination at such time and (3) the named executive officer’s base salary rate and annual target bonus expected to be in effect on April 1, 2018. The amounts below are determined using the merger consideration of $30.00 per share, and are based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table. These amounts are based upon compensation levels expected to be in effect on April 1, 2018 and outstanding equity awards on January 12, 2018. As a result of the foregoing assumptions, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

For purposes of this discussion, “single-trigger” refers to benefits that arise as a result of the closing of the merger and “double-trigger” refers to benefits that require two conditions, which are the closing of the merger as well as a qualifying termination of employment or specified date following the effective time of the merger, as applicable.

-79-

Merger-Related Compensation Proposal

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, the Company is seeking a non-binding, advisory stockholder approval of the compensation of the Company’s named executive officers that is

-80-

based on or otherwise relates to the merger as disclosed above in this section. The proposal gives the Company’s stockholders the opportunity to express their views on the merger-related compensation of the Company’s named executive officers.

Accordingly, the Company is asking Company stockholders to vote in favor of the adoption of the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that will or may be paid or become payable to the Company’s named executive officers, in connection with the merger, and the agreements or understandings pursuant to which such compensation will or may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “Non-Binding, Advisory Vote on Merger-Related Compensation for the Company’s Named Executive Officers” are hereby APPROVED.”

The vote on the proposal to approve the merger-related executive compensation is a vote separate and apart from the vote on the merger proposal. Accordingly, you may vote to approve the merger proposal and vote not to approve the proposal to approve the merger-related executive compensation and vice versa. If the merger is completed, the merger-related compensation may be paid to the Company’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if Company common stockholders fail to approve the proposal to approve the merger-related executive compensation.

The Board unanimously recommends a vote “FOR” the proposal to approve the merger-related executive compensation.

-81-

VOTE ON ADJOURNMENT

The Company’s stockholders are being asked to approve a proposal that will give the Board authority to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies in favor of the merger proposal, if there are insufficient votes at the time of the special meeting to approve the merger proposal or in the absence of a quorum. If this adjournment proposal is approved, the special meeting could be adjourned by the Board to any date. In addition, the Board could postpone the special meeting before it commences. Pursuant to the merger agreement, the Company is not permitted to postpone or adjourn the Company stockholders’ meeting, except to the extent advised by counsel to be necessary to comply with law; provided, that (i) the Company may adjourn, recess or postpone (no more than two times), and at the request of Parent, it will adjourn, recess or postpone (no more than two times), the special meeting for a reasonable period to solicit additional proxies, if the Company or Parent, respectively, reasonably believes there will be insufficient shares of Company common stock represented to constitute a quorum necessary to conduct the business of the special meeting or to obtain the requisite company vote to adopt the merger agreement, and (ii) the Company may adjourn, recess or postpone, and at the request of Parent, it will adjourn, recess or postpone, the special meeting to the extent necessary to ensure that any required supplement or amendment to this proxy statement is provided to Company stockholders within a reasonable amount of time in advance of the special meeting. Unless agreed in writing by the Company and Parent, each adjournment, recess or postponement will be for a period of no more than ten business days. If the special meeting is adjourned for the purpose of soliciting additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time before their use. If you sign and return a proxy and do not indicate how you wish to vote on any proposal, or if you sign and return a proxy and you indicate that you wish to vote in favor of the merger proposal but do not indicate a choice on the adjournment proposal, your shares of common stock will be voted in favor of the adjournment proposal. The vote on the adjournment proposal is a vote separate and apart from the vote on the merger proposal. Accordingly, you may vote to approve the merger proposal and vote not to approve the adjournment proposal and vice versa.

Approval of the adjournment proposal requires the affirmative vote of holders of a majority of the votes cast with respect to such proposal.

The Board unanimously recommends a vote “FOR” the adjournment proposal.

-82-

The closing price of our common stock on NYSE, on December 1, 2017, the last trading day prior to the public announcement of the execution of the merger agreement, was $21.80 per share of common stock. If the merger is completed, you will be entitled to receive $30.00 in cash, without interest, less any applicable withholding taxes, for each share of our common stock owned by you (unless you have properly exercised, and not lost, your appraisal rights with respect to such shares), which represents a premium of approximately 81% to the closing stock price on July 14, 2017, the last trading day prior to the Company’s announcement of its review of strategic alternatives, and a premium of approximately 54% to the six-month volume-weighted average price of our common stock as of December 1, 2017, the last trading day prior to the public announcement of the execution of the merger agreement.

On January 12, 2018, the most recent practicable date before this proxy statement was mailed to our stockholders, the closing price for our common stock on NYSE was $29.60 per share of common stock. You are encouraged to obtain current market quotations for our common stock in connection with voting your shares of common stock.

-83-