VISN · CommScope Holding Company, Inc.

Vistance Networks, Inc. has entered into a definitive Purchase Agreement dated April 29, 2026, with Belden Inc. to divest its RUCKUS reporting segment, a key business line focused on networking products including design, manufacturing, and support services. The transaction values the Business at $1.846 billion in cash on a cash-free, debt-free basis, subject to post-closing adjustments based on working capital, cash, and indebtedness using specified accounting principles. This sale represents a significant strategic shift for Vistance, likely aimed at streamlining operations and unlocking shareholder value from non-core assets. Closing is targeted for the second half of 2026, contingent on standard conditions such as HSR antitrust clearance, accuracy of representations (subject to materiality qualifiers), completion of pre-closing restructuring to separate the Business, absence of material adverse effects, delivery of carve-out financial statements, and release of liens on the Business assets from Vistance's existing credit facility. Belden assumes control of regulatory strategy, committing to divestitures or remedies limited to the Business if needed. Employee protections ensure 12-month continuity of target cash compensation, seller-consistent severance, and aggregate-comparable benefits (excluding pensions and equity). Post-closing, ancillary agreements facilitate transition via IP cross-licenses and services. Indemnification covers breaches of fundamental representations (surviving 36 months), covenants, excluded liabilities, and pre-closing taxes, with most other reps expiring at closing and backed by buyer-procured R&W insurance. Non-compete and non-solicit covenants bind Vistance for three years. Termination rights include a 9-month outside date, extendable by three months for regulatory delays, underscoring execution risks tied to antitrust review in a consolidating networking sector.