Prysmian to Acquire General Cable for $30.00 Per Share in Cash

CLOSING ANTICIPATED BY THIRD QUARTER 2018

MILAN & HIGHLAND HEIGHTS, Ky.–(BUSINESS WIRE)–Prysmian Group (BIT: PRY) and General Cable Corporation (NYSE:
BGC) today announced that they have entered into a definitive merger
agreement under which Prysmian will acquire General Cable for $30.00 per
share in cash. The transaction values General Cable at approximately $3
billion, including debt and certain other General Cable liabilities, and
represents a premium of approximately 81% to the General Cable closing
price of $16.55 per share on July 14, 2017, the last day of trading
before General Cable announced its review of strategic alternatives.

The transaction, which has been unanimously approved by each company’s
Board of Directors and recommended to its shareholders by General
Cable’s Board of Directors, is expected to close by the third quarter of
2018, subject to the approval of General Cable’s shareholders
representing at least a majority of the outstanding shares, regulatory
approvals, and other customary conditions.

“The acquisition of General Cable represents a landmark moment for
Prysmian Group and a strategic and unique opportunity to create value
for our shareholders and customers,” said Valerio Battista, Prysmian
Group CEO. “Through the combination of two of the premier
companies in the cable industry we will be enhancing our position in the
sector, by increasing our presence in North America and expanding our
footprint in Europe and South America.”

John E. Welsh, III, Non-Executive Chairman of the Board of General
Cable, said, “Today’s announcement is the culmination of a thorough and
robust review of strategic alternatives undertaken by the General Cable
Board of Directors. We are confident that this transaction
maximizes value for our shareholders.”

Michael T. McDonnell, General Cable President and Chief Executive
Officer, said, “This combination is an ideal strategic fit and ensures
we are well-positioned to meet the future opportunities and challenges
in the dynamic and evolving wire and cable industry. Together, we
will be able to deliver a robust portfolio of products and services and
new product innovation across the full breadth of the wire and cable
industry globally. Importantly, Prysmian and General Cable have a shared
vision and highly compatible cultures founded on similar values.”

Mr. McDonnell continued, “I am extremely proud of our people’s
efforts to transform our business over the past several years, including
rationalizing the asset base and refocusing on core businesses,
streamlining our supply chain, and accelerating profitable growth and
innovation in key segments. Today’s announcement is a testament
to the team’s hard work and tireless dedication.”

Financial Highlights

Based on pro forma aggregated results for the twelve months ended
September 30, 2017, the combined group would have had sales of over €11
billion and adjusted EBITDA of approximately €930 million. The combined
group will be present in more than 50 countries with approximately
31,000 employees.

Prysmian expects the combined group to generate run-rate pre-tax cost
synergies of approximately €150 million within five years following
closing mainly from procurement, overhead costs savings and
manufacturing footprint optimization. One-off integration costs are
estimated at approximately €220 million.

The transaction is expected to generate EPS accretion1 in the
range of 10-12% for Prysmian shareholders already within the first year
following closing (excluding cost synergies and before related
implementation costs).

The transaction will be financed through a mix of new debt (for which
Prysmian has received lender commitments), cash on hand and existing
credit lines, resulting in anticipated pro forma net leverage for the
combined group of 2.9x Net Financial Position2
over adj. EBITDA3 LTM 3Q-2017 PF.

Potential Equity Financing

The Board of Directors of Prysmian S.p.A. has requested the Group Chief
Financial Officer to analyze the opportunity for Prysmian S.p.A. to
implement over the next 12 months a rights issue or other comparable
structures for an aggregate maximum amount of €500,000,000.

Advisors

Goldman Sachs International and Mediobanca – Banca di Credito
Finanziario S.p.A are acting as financial advisors to Prysmian and
Wachtell, Lipton, Rosen & Katz is acting as legal advisor. J.P. Morgan
Securities LLC is acting as financial advisor to General Cable and
Sullivan & Cromwell LLP is acting as legal advisor.

Conference Call to Discuss Transaction

Today at 8:30 a.m. CET a presentation and a conference call for analysts
and institutional investors will be hosted by Valerio Battista, CEO of
Prysmian. The details of the call are +39 02 36009868 (Italy), or +44
(0) 20 34271912 (all other locations), Participant code: 7937011#.

Slide presentation packs will be available at www.prysmian.com.

Prysmian Group
Prysmian Group is world leader in the
energy and telecom cable systems industry. With nearly 140 years of
experience, sales of over €7.5 billion in 2016, 21,000 employees across
50 countries and 82 plants, the Group is strongly positioned in
high-tech markets and offers the widest possible range of products,
services, technologies and know-how. It operates in the businesses of
underground and submarine cables and systems for power transmission and
distribution, of special cables for applications in many different
industries and of medium and low voltage cables for the construction and
infrastructure sectors. For the telecommunications industry, the Group
manufactures cables and accessories for voice, video and data
transmission, offering a comprehensive range of optical fibres, optical
and copper cables and connectivity systems. Prysmian is a public
company, listed on the Italian Stock Exchange in the FTSE MIB index.

About General Cable
General Cable (NYSE:BGC), with
headquarters in Highland Heights, Kentucky, is a global leader in the
development, design, manufacture, marketing and distribution of
aluminum, copper and fiber optic wire and cable products for the energy,
communications, transportation, industrial, construction and specialty
segments. General Cable is one of the largest wire and cable
manufacturing companies in the world, operating manufacturing facilities
in its core geographical markets, and has sales representation and
distribution worldwide.

Cautionary Statement Regarding Forward-Looking Statements
This
document contains certain forward-looking statements also within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934, as amended. In some cases, you can
identify these forward-looking statements by forward-looking words, such
as “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,”
“believe,” “forecast,” “foresee,” “likely,” “may,” “should,” “goal,”
“target,” “might,” “will,” “could,” “predict,” and “continue,” the
negative or plural of these words and other comparable terminology.
Forward looking statements in this document include, but are not limited
to, statements regarding the expected timing of the completion of the
transaction, Prysmian’s operation of General Cable’s business following
completion of the contemplated merger, the expected benefits of the
transaction, and the future operation, direction and success of
Prysmian’s and General Cable’s businesses. These forward-looking
statements are subject to numerous risks and uncertainties, which could
cause actual results to differ materially from those anticipated in
these forward-looking statements. These risks and uncertainties include,
but are not limited to, uncertainties as to the timing of the
contemplated merger; the possibility that the closing conditions to the
contemplated merger may not be satisfied or waived; the effects of
disruption caused by the announcement of the contemplated merger; the
risk of shareholder litigation in connection with the contemplated
transaction, and other risks and uncertainties described in the section
“Risk factors and uncertainties” in Prysmian’s most recent Annual Report
(which is available on www.prysmian.com)
and in General Cable’s annual report on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K available at www.sec.gov.
Subject to applicable law, neither Prysmian nor General Cable undertakes
to publicly update or revise any of these forward-looking statements.
This document does not constitute an offer to sell, or a solicitation of
an offer to buy Prysmian or General Cable shares.

Important Additional Information and Where to Find It
In
connection with the proposed transaction, General Cable will file with
the SEC and mail or otherwise provide to its shareholders a proxy
statement regarding the proposed transaction. BEFORE MAKING ANY VOTING
DECISION, GENERAL CABLE’S SHAREHOLDERS ARE URGED TO CAREFULLY READ THE
PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION
OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE
PROPOSED TRANSACTION. Investors and security holders may obtain a free
copy of the proxy statement and other documents that General Cable files
with the SEC (when available) from the SEC’s website at www.sec.gov
and General Cable’s website at https://generalcable.com.
In addition, the proxy statement and other documents filed by General
Cable with the SEC (when available) may be obtained from General Cable
free of charge by directing a request to the attention of Investor
Relation, General Cable Corporation, 4 Tesseneer Drive, Highland
Heights, KY 41076.

A copy of the definitive merger agreement will be available as an
exhibit to a Current Report on Form 8-K of General Cable, which is
expected to be filed with the SEC on or about December 4th ,
2017 and will be publicly accessible from the SEC’s website at www.sec.gov.

Certain Information Concerning Participants
General Cable
and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from General Cable investors
and security holders in connection with the proposed transaction.
Information about General Cable’s directors and executive officers is
set forth in its proxy statement for its 2017 annual meeting and its
most recent annual report on Form 10-K. Additional information regarding
the interests of participants in the solicitation of proxies in
connection with the proposed transactions will be included in the proxy
statement that General Cable intends to file with the SEC with respect
to the proposed transaction. These documents may be obtained for free as
described above.

1 EPS attributable to Prysmian shareholders: (i) before cost
synergies and implementation costs and (ii) factoring in equity
instruments of €500 million
2 Pro-forma Net Financial
Position 2017E assuming conversion of Prysmian 2013 convertible bond
(€300 million)
3 EBITDA adj. as defined by Prysmian and
General Cable in their respective prior financial releases

This press release is available on the company website at www.prysmiangroup.com
and in the mechanism for the central storage of regulated information
provided by Spafid Connect S.p.A. at www.emarketstorage.com.

Contacts

Prysmian Group
Media Relations
Lorenzo Caruso,
0039-02-6449-1
Corporate and Business Communications Director
[email protected]
or
Investor
Relations
Cristina Bifulco, 0039-02-6449-1
Investor
Relations Director
[email protected]
or
General
Cable
Media
Lisa Fell, 859-572-9616
Director,
Global Communications
or
Investor Relations
Len
Texter, 859-572-8684
SVP, Finance Global Controller & IR