SSNI Silver Spring Networks, Inc. (delisted)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant   o

Check the appropriate box:

SILVER SPRING NETWORKS, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

SILVER SPRING NETWORKS, INC.
230 W. Tasman Drive
San Jose, California 95134
(669) 770-4000

November 16, 2017

Dear Stockholder:

We cordially invite you to attend a special meeting of the stockholders of Silver Spring Networks, Inc., a Delaware corporation, which we refer to as “Silver Spring,” the “Company,” “we,” “us” or “our,” to be held on January 3, 2018, at 10:00 a.m. (Pacific Time), at Silver Spring’s offices at 230 W. Tasman Drive, San Jose, CA 95134.

At the special meeting, you will be asked to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of September 17, 2017, as it may be amended from time to time, which we refer to as the “merger agreement,” by and among Silver Spring, Itron, Inc., a Washington corporation, which we refer to as “Itron,” and Ivory Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Itron, which we refer to as “Merger Sub,” and approve the merger. Pursuant to the terms of the merger agreement, and subject to the conditions thereof, Merger Sub will merge with and into Silver Spring, which we refer to as the “merger,” with Silver Spring continuing as the surviving corporation and becoming a wholly-owned subsidiary of Itron.

If the merger is consummated, you will be entitled to receive $16.25 in cash, without interest and less any applicable withholding taxes, for each share of Silver Spring common stock, $0.001 par value per share, which we refer to as “Silver Spring common stock,” you own (unless you are entitled to exercise, and have properly exercised, your appraisal rights in compliance in all respects with, Delaware law).

Your proxy is being solicited by the board of directors of Silver Spring. The Silver Spring board of directors, after considering all factors it deemed relevant, and after consultation with its legal and financial advisors, unanimously (i) determined that the merger agreement and the merger were fair to, and in the best interests of, Silver Spring and its stockholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger and (iii) resolved to recommend that Silver Spring stockholders adopt the merger agreement and approve the merger.

The Silver Spring board of directors unanimously recommends that you vote “FOR” the proposal to adopt the merger agreement and approve the merger and “FOR” the proposal to approve the adjournment of the special meeting if necessary or appropriate in the view of the Silver Spring board of directors, including to solicit additional proxies if there are not sufficient votes at the time of the special meeting to adopt the merger agreement and approve the merger.

The accompanying proxy statement provides you with detailed information about the merger agreement and the merger and provides specific information regarding the special meeting. A copy of the merger agreement is included as Annex A to the accompanying proxy statement. The accompanying proxy statement also describes the actions and determinations of the Silver Spring board of directors in connection with its evaluation of the merger agreement and the merger. We urge you to read the accompanying proxy statement, including any documents incorporated by reference, and the annexes carefully and in their entirety. Your vote is very important to us regardless of the number of shares of Silver Spring common stock you own. The merger cannot be consummated unless the holders of a majority of all outstanding shares of Silver Spring common stock entitled to vote at the special meeting vote in favor of the adoption of the merger agreement and approval of the merger. If your shares of Silver Spring common stock are held in the name of a broker, bank or other nominee, you should instruct your broker, bank or other nominee on how to vote in accordance with the voting instruction card furnished by your broker, bank or other nominee. If you fail to vote on the merger agreement and the merger or fail to instruct your broker, bank or other nominee on how to vote, the effect will be the same as a vote against the adoption of the merger agreement and approval of the merger.

We greatly appreciate your cooperation in voting your shares of Silver Spring common stock. The enclosed proxy card contains instructions regarding voting. Whether or not you plan to attend the special meeting, we request that you complete the enclosed proxy that will enable your shares of Silver Spring common stock to be voted on the matters to be considered at the special meeting even if you are unable or do not wish to attend. If

you desire your shares of Silver Spring common stock to be voted in accordance with the board’s recommendation on all proposals, you need only sign, date and return the proxy in the enclosed postage-paid envelope. Otherwise, please mark the proxy to indicate your voting instructions, sign and date the proxy, and return it in the enclosed postage-paid envelope. You also may submit a proxy by using a toll-free telephone number or the Internet. We have provided instructions on the proxy card for using these convenient services. Submitting a proxy will not prevent you from voting your shares of Silver Spring common stock at the special meeting if you subsequently choose to attend.

If you have any questions about the special meeting or the merger after reading the accompanying proxy statement, you may contact Innisfree M&A Incorporated, or Innisfree, our proxy solicitor, toll free at (888) 750-5834, and banks and brokers may call collect at (212) 750-5833.

On behalf of the Silver Spring board of directors, we thank you for your support of Silver Spring and appreciate your consideration of this matter.

Sincerely,

Michael Bell
President, Chief Executive Officer and Director

The merger has not been approved or disapproved by the Securities and Exchange Commission or any state securities commission. Neither the Securities and Exchange Commission nor any state securities commission has passed upon the merits or fairness of the merger or upon the adequacy or accuracy of the information contained in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated November 16, 2017, and it and the enclosed proxy card are first being mailed to stockholders on or about November 16, 2017.

SILVER SPRING NETWORKS, INC.
230 W. Tasman Drive
San Jose, California 95134
(669) 770-4000

VOTE ON THE MERGER PROPOSAL OR FAIL TO INSTRUCT YOUR BROKER, BANK OR OTHER NOMINEE ON HOW TO VOTE, THE EFFECT WILL BE THE SAME AS A VOTE AGAINST THE MERGER PROPOSAL.

The Silver Spring board of directors unanimously recommends that you vote “FOR” the merger proposal and “FOR” the adjournment proposal.

A list of stockholders entitled to vote at the special meeting will be available in our offices at 230 W. Tasman Drive, San Jose, California 95134 during regular business hours for a period of at least ten days before the special meeting and during the special meeting.

The accompanying proxy statement describes the proposals listed above in more detail. Please refer to the accompanying proxy statement, including the merger agreement and the other annexes and documents included in, or incorporated by reference into, the accompanying proxy statement for further information with respect to the business to be transacted at the special meeting. You are encouraged to read the entire proxy statement carefully before voting.

If you have any questions concerning the merger, the merger agreement or the accompanying proxy statement of which this notice forms a part, would like additional copies of the accompanying proxy statement or need help voting your shares of Silver Spring common stock, please contact Innisfree M&A Incorporated, Silver Spring’s proxy solicitation firm, at:

Innisfree M&A Incorporated
501 Madison Avenue
New York, New York 10022

Stockholders please call Toll-Free: (888) 750-5834
Banks and Brokers, please call collect: (212) 750-5833

By Order of the Silver Spring Board of Directors,

Richard S. Arnold, Jr.
General Counsel and Secretary

San Jose, California
November 16, 2017

SUMMARY VOTING INSTRUCTIONS

YOUR VOTE IS VERY IMPORTANT

Ensure that your shares of Silver Spring common stock are voted at the special meeting by submitting your proxy or, if your shares of Silver Spring common stock are held in the name of a broker, bank or other nominee, by contacting your broker, bank or other nominee. If you do not vote or do not instruct your broker, bank or other nominee how to vote, it will have the same effect as voting “AGAINST” the adoption of the merger agreement and approval of the merger.

If your shares of Silver Spring common stock are registered in your name: submit your proxy as soon as possible by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope, so that your shares of Silver Spring common stock can be voted in favor of the proposals at the special meeting. You may also submit your proxy by using a toll-free number or the Internet. We have provided instructions on the proxy card for using these convenient services.

If your shares of Silver Spring common stock are registered in the name of a broker, bank or other nominee: check the voting instruction card forwarded by your broker, bank or other nominee or contact your broker, bank or other nominee in order to obtain directions as to how to ensure that your shares of Silver Spring common stock are voted in favor of the proposals at the special meeting.

If you need assistance in completing your proxy card or have questions regarding the special meeting, please contact Innisfree M&A Incorporated, our proxy solicitation firm, at:

Innisfree M&A Incorporated
501 Madison Avenue
New York, New York 10022

Stockholders please call Toll-Free: (888) 750-5834
Banks and Brokers, please call collect: (212) 750-5833

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address some commonly asked questions regarding the special meeting and the merger. These questions and answers may not address all questions that may be important to you as a holder of shares of Silver Spring common stock. Please refer to 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.

Approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast on the proposal by the stockholders present or represented by proxy at the special meeting and entitled to vote (assuming that a quorum is present at the special meeting). Abstentions and shares of Silver Spring common stock not represented in person or by proxy at the special meeting will have no effect on the outcome of the vote on the adjournment proposal (unless, with respect to shares of Silver Spring common stock, such shares are necessary to satisfy the requirement that a quorum is present at the special meeting).

The Silver Spring board of directors unanimously recommends that you vote “FOR” the merger proposal and “FOR” the adjournment proposal.

For a discussion of certain factors that the Silver Spring board of directors considered in reaching its decision to approve and declare advisable the merger agreement and the transactions contemplated thereby, including the merger, and recommend that stockholders vote “FOR” the merger proposal, see the section entitled “ Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Reasons for the Merger ” beginning on page 42 of this proxy statement. In addition, in considering the recommendation of the Silver Spring board of directors with respect to the merger agreement, you should be aware that some of our directors and executive officers have interests that may be different from, or in addition to, the interests of Silver Spring stockholders generally. For a discussion of these interests, please see the section entitled “ Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Interests of Silver Spring’s Directors and Executive Officers in the Merger ” beginning on page 58 of this proxy statement.

Warren Weiss, one of our directors, and certain stockholders affiliated with Mr. Weiss, entered into a voting agreement with Itron as described in the section entitled “ Terms of the Voting Agreement ” beginning on

page 104 of this proxy statement. At the close of business on the record date for the special meeting, Silver Spring stockholders subject to the voting agreement beneficially own approximately 19.5% of the shares of Silver Spring common stock outstanding on such date.

Because a beneficial owner is not the stockholder of record, you may not vote these shares of Silver Spring common stock at the special meeting, unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares of Silver Spring common stock giving you the right to vote the shares of Silver Spring common stock in person at the special meeting. You should allow yourself enough time prior to the special meeting to obtain this proxy from your broker, bank or other nominee who is the stockholder of record.

If you are the stockholder of record, you may vote in any of the following ways:

We recommend that you vote as soon as possible, even if you are planning to attend the special meeting, so that the vote count will not be delayed. Both the Internet and the telephone provide convenient, cost-effective alternatives to returning your proxy card by mail. If you vote your shares of Silver Spring common stock through the Internet, you may incur costs associated with electronic access, such as usage charges from Internet access providers.

If you are a beneficial owner, you are not the stockholder of record and you may not vote your shares of Silver Spring common stock at the special meeting, unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares of Silver Spring common stock giving you the right to vote your shares of Silver Spring common stock at the special meeting. You should allow enough time prior to the special meeting to obtain this proxy from your broker, bank or other nominee who is the stockholder of record.

If you are a beneficial owner, please refer to the information on the voting instruction card forwarded to you by your broker, bank or other nominee to determine which voting options are available to you. In many cases, you may be able to submit your voting instructions by the Internet or telephone. If you do not properly submit your voting instructions, the broker, bank or other nominee will not be able to vote on the merger proposal. Under applicable rules, brokers, banks and other nominees have the discretion to vote on routine matters. The merger proposal in this proxy statement is a non-routine matter, and therefore brokers, banks and other nominees cannot vote on the merger proposal without your instructions. This is called a “broker non-vote.”

Broker non-votes will have the same effect as a vote “AGAINST” the merger proposal and will have no effect on the outcome of the vote on the adjournment proposal. Therefore, it is important that you cast your vote by instructing your broker, bank or other nominee on how you wish to vote your shares of Silver Spring common stock.

change your vote. You can revoke your proxy or change your vote at any time before it is exercised by delivering written notice to Silver Spring at 230 W. Tasman Drive, San Jose, California 95134, Attn: General Counsel, specifying such revocation. You may also change your vote by timely delivering a valid, later-dated proxy, or by attending and voting in person at the special meeting. If you have voted via the Internet or by telephone, you may change your vote by signing on to the website and following the prompts or calling the toll-free number again and following the instructions. If your shares of Silver Spring common stock are held in the name of a broker, bank or other nominee, you must contact your broker, bank or other nominee in order to revoke your proxy or change your vote.

shares of Silver Spring common stock to the paying agent in connection with the merger. The paying agent will issue and deliver to you a check for your shares of Silver Spring common stock after you comply with these instructions. See the section entitled “ Terms of the Merger Agreement—Payment of Merger Consideration; Exchange of Shares in the Merger ” beginning on page 78 of this proxy statement.

Innisfree M&A Incorporated
501 Madison Avenue
New York, New York 10022
   
Stockholders please Call Toll-Free: (888) 750-5834
Banks and Brokers, please call collect: (212) 750-5833

If your broker, bank or other nominee holds your shares of Silver Spring common stock, you should also call your broker, bank or other nominee for additional information.

SUMMARY

This summary highlights selected information from this proxy statement and may not contain all of the information that is important to you. To understand the merger fully and for a more complete description of the legal terms of the merger, you should read carefully this entire proxy statement, the annexes to this proxy statement and the documents we refer to in this proxy statement. See “Where Stockholders Can Find More Information” beginning on page 111 of this proxy statement. The merger agreement is included as Annex A to this proxy statement. We encourage you to read the merger agreement, which is the legal document governing the merger, in its entirety. Each item in this summary references another section of this proxy statement with more detailed disclosure about such item. Throughout this proxy statement, all references to “Silver Spring,” the “Company,” “we,” “our,” “us” and similar words refer to Silver Spring Networks, Inc. and its subsidiaries, unless otherwise indicated or the context otherwise requires. In addition, throughout this proxy statement, we refer to Itron, Inc. as “Itron,” and to Ivory Merger Sub, Inc. as “Merger Sub.”

Parties Involved in the Merger (see page 24 )

Silver Spring Networks, Inc.

Silver Spring, a Delaware corporation, has more than a decade of experience creating, building and successfully deploying large-scale networks and solutions enabling the Internet of Things, or IoT, for critical infrastructure. The IoT refers to a system where a diversity of physical devices has the capacity to communicate using Internet technologies. Our first area of focus was in energy, creating a leading smart grid network platform by applying advanced networking technology and solutions to the power grid. We have broadened our focus beyond the smart grid to other utility networks including gas and water, other critical infrastructure such as street lights, which enable smarter and more efficient cities, and additional industrial verticals which could benefit from our platform.

Itron

Itron, a Washington corporation, is among the leading technology and services companies dedicated to the resourceful use of electricity, natural gas, and water. Itron provides comprehensive solutions that measure, manage, and analyze energy and water use. Itron’s broad product portfolio helps utilities responsibly and efficiently manage resources, which product portfolio includes electricity, gas, water and thermal energy measurement devices and control technology, communications systems, software, as well as managed and consulting services. Itron’s common stock, no par value per share, which we refer to as “Itron common stock,” is listed on the NASDAQ Global Select Market under the symbol “ITRI.”

Ivory Merger Sub, Inc.

Merger Sub, a wholly-owned subsidiary of Itron, is a Delaware corporation that was formed for the sole purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement, including the merger. Pursuant to the terms of the merger agreement, and subject to the conditions thereof, at the effective time of the Merger, Merger Sub will merge with and into Silver Spring, with Silver Spring continuing as the surviving corporation and becoming a wholly-owned subsidiary of Itron.

The Merger (see page 30 )

Pursuant to the terms of the merger agreement, and subject to the conditions thereof, and in accordance with the DGCL at the effective time of the merger, Merger Sub will merge with and into Silver Spring. As a result of the merger, the separate corporate existence of Merger Sub will cease, with Silver Spring continuing as the surviving corporation of the merger and a wholly-owned subsidiary of Itron. If the merger is consummated, Silver Spring stockholders will not own any capital stock of the surviving corporation as a result of the merger. As used in this proxy statement, “surviving corporation” refers to Silver Spring as the surviving corporation and a wholly-owned subsidiary of Itron following the consummation of the merger.

Merger Consideration (see page 76 )

At the effective time of the merger, each share of Silver Spring common stock issued and outstanding immediately prior to the effective time of the merger, other than shares (i) held in the treasury of Silver Spring or owned by Itron, Merger Sub or any of their respective direct or indirect, wholly-owned subsidiaries, which, in each case, will be cancelled without any conversion thereof and no payment or distribution will be made with

respect thereto (we refer to such shares as “excluded shares”) or (ii) held by stockholders who have not voted in favor of the merger proposal and are entitled to and properly exercise appraisal rights under Section 262 of the DGCL (we refer to such shares as “dissenting shares”), will be converted into the right to receive $16.25 in cash, without interest and subject to any applicable withholding taxes, which we refer to as the “merger consideration.”

Expected Timing of the Merger

The parties expect to consummate the merger promptly following the approval of the proposal to adopt the merger agreement and approve of the merger, which proposal we refer to as the “merger proposal,” by the affirmative vote of the holders of at least a majority of all outstanding shares of Silver Spring common stock entitled to vote at the special meeting, the receipt of all required regulatory approvals specified in the merger agreement and the satisfaction or waiver of the other conditions precedent to the parties’ respective obligations to consummate the merger, each as further set forth in the merger agreement. There may be a substantial amount of time between the special meeting and the completion of the merger.

Silver Spring currently anticipates that the merger will be consummated in the first quarter of 2018. As noted in the above paragraph, however, consummation of the merger is subject to various conditions, and it is possible that factors outside the control of Silver Spring and/or Itron could result in the merger being consummated at a later time, or not at all.

The Special Meeting (see page 25 )

Date, Time and Place

The special meeting will be held on January 3, 2018, at 10:00 a.m. (Pacific Time), at Silver Spring’s offices located at 230 W. Tasman Drive, San Jose, California 95134.

Purpose of the Special Meeting

At the special meeting, you will be asked: (i) to consider and vote upon the merger proposal and (ii) to consider and vote upon a proposal to approve the adjournment of the special meeting if necessary or appropriate in the view of the Silver Spring board of directors, including to solicit additional proxies if there are not sufficient votes at the time of the special meeting to adopt the merger agreement and approve the merger (we refer to this proposal as the “adjournment proposal”).

Record Date and Voting Information

Only stockholders who hold shares of Silver Spring common stock at the close of business on November 9, 2017, the record date for the special meeting, will be entitled to vote at the special meeting. Each stockholder of record on the record date will be entitled to one vote for each share of Silver Spring common stock held as of the record date on each matter properly brought before the special meeting.

Quorum

The presence, in person or by proxy, of a majority of the shares of Silver Spring common stock entitled to vote at the special meeting is necessary and sufficient to constitute a quorum for the transaction of any business at the special meeting. As of the record date for the special meeting, there were 54,142,118 shares of Silver Spring common stock outstanding and entitled to vote at the special meeting. Accordingly, 27,071,060 shares of Silver Spring common stock must be represented in person or by proxy by stockholders entitled to vote to constitute a quorum for the special meeting.

Required Vote

Adoption of the merger proposal requires the affirmative vote of the holders of a majority of all outstanding shares of Silver Spring common stock entitled to vote at the special meeting. Approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast on the adjournment proposal by the stockholders present or represented by proxy at the special meeting and entitled to vote.

Voting by Stockholders

If your shares of Silver Spring common stock are held in your name by Silver Spring’s transfer agent, Computershare Trust Company, N.A., which we refer to as Computershare, you may:

If you are a beneficial owner and hold your shares of Silver Spring common stock in the name of a broker, bank or other nominee, you have the right to direct your broker, bank or other nominee on how to vote your shares of Silver Spring common stock. The broker, bank or other nominee cannot vote on the merger proposal without your instructions. Therefore, it is important that you cast your vote or instruct your broker, bank or other nominee on how you wish to vote your shares of Silver Spring common stock. If your shares of Silver Spring common stock are held in the name of a broker, bank or other nominee and you wish to vote in person at the special meeting, you must provide a legal proxy from your broker, bank or other nominee.

Proxies received at any time before the special meeting and that are not expired, revoked or superseded before being voted will be voted at the special meeting.

Abstentions, broker non-votes and shares of Silver Spring common stock not represented at the special meeting will have the same effect as a vote “AGAINST” the merger proposal. It is very important that our stockholders vote their shares of Silver Spring common stock, so, in the case of stockholders of record, please promptly complete and return the enclosed proxy card or submit your proxy via the Internet or by telephone, and in the case of beneficial owners that hold their shares of Silver Spring common stock in the name of a broker, bank or other nominee, please instruct your broker, bank or other nominee on how you wish to vote your shares of Silver Spring common stock.

Abstentions and shares of Silver Spring common stock not represented in person or by proxy at the special meeting will have no effect on the adjournment proposal (assuming, with respect to shares not represented in person or by proxy at the special meeting, the presence of a quorum at the special meeting).

Revocation of Proxies

Any person giving a proxy pursuant to this solicitation has the power to revoke and change such proxy at any time before it is voted. If you are a stockholder of record, you may revoke your proxy at any time before the vote is taken at the special meeting by:

Please note, however, that only your last-dated proxy will count. Attending the special meeting without taking one of the actions described above will not in itself revoke your proxy. Please also note that if you want to revoke your proxy by mailing a new proxy card to Silver Spring or by sending a written notice of revocation to Silver Spring, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Silver Spring before the special meeting.

If your shares of Silver Spring common stock are held in the name of a broker, bank or other nominee, you should follow the instructions of such broker, bank or other nominee regarding the revocation of proxies.

Voting by Silver Spring’s Directors and Executive Officers; Voting Agreement

As of the close of business on November 9, 2017, the record date for the special meeting, our directors and executive officers and their affiliates were entitled to vote, in the aggregate, 12,089,654 shares of Silver Spring common stock at the special meeting, representing approximately 22.3% of the outstanding shares of Silver Spring common stock as of the record date. We currently expect that Silver Spring’s directors and executive officers will vote their shares of Silver Spring common stock in favor of the merger proposal.

In connection with the execution of the merger agreement, Warren Weiss, a stockholder and a member of the Silver Spring board of directors, and certain other stockholders affiliated with Mr. Weiss, entered into a voting agreement with Itron. The voting agreement obligates Mr. Weiss and such affiliated stockholders to, among other things, vote their shares of Silver Spring common stock in favor of the merger proposal and vote against any competing transaction. The voting agreement terminates on the earlier of the termination of the merger agreement in accordance with its terms, the effective time of the merger and such dates on which the merger agreement is amended to change the form of, or reduce the amount of, merger consideration to be paid thereunder. As of the close of business on the record date for the special meeting, Silver Spring stockholders subject to the voting agreement beneficially own approximately 19.5% of the outstanding shares of Silver Spring common stock. The voting agreement is described in the section entitled “ Terms of the Voting Agreement ” beginning on page 104 of this proxy statement and a copy of the voting agreement is attached as Annex D to this proxy statement.

Recommendation of the Silver Spring Board of Directors (see page 46 )

The Silver Spring board of directors, after carefully considering all factors that the Silver Spring board of directors deemed relevant and after consulting with its legal and financial advisors, unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, were fair to, and in the best interests of, Silver Spring and its stockholders, (ii) declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and (iii) resolved to recommend that Silver Spring stockholders vote in favor of the merger and adopt the merger agreement, all upon the terms and subject to the conditions set forth in the merger agreement.

The Silver Spring board of directors unanimously recommends that Silver Spring stockholders vote “FOR” the merger proposal and “FOR” the adjournment proposal.

Reasons for the Merger (see page 42 )

For a description of the material reasons considered by the Silver Spring board of directors in resolving to recommend approval of the merger proposal, see the section entitled “ Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Reasons for the Merger ” beginning on page 42 of this proxy statement.

Opinion of Silver Spring’s Financial Advisor (see page 46 )

At a meeting of the Silver Spring board of directors held on September 17, 2017, Evercore Group L.L.C, which we refer to as “Evercore,” rendered its oral opinion to the Silver Spring board of directors, which opinion was subsequently confirmed by delivery of a written opinion dated September 17, 2017, that, as of the date thereof, and based upon and subject to the factors, procedures, assumptions, qualifications, limitations and other matters set forth in its written opinion, the merger consideration to be received by the holders of Silver Spring common stock entitled to receive such merger consideration was fair, from a financial point of view, to such holders of Silver Spring common stock.

The full text of Evercore’s written opinion, dated September 17, 2017, which sets forth, among other things, the factors considered, procedures followed, assumptions made and qualifications and limitations on the scope of review undertaken by Evercore in rendering its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference in its entirety. Evercore’s opinion was addressed to, and for the information and benefit of, the Silver Spring board of directors in connection with its evaluation of the merger. Evercore’s opinion did not address the relative merits of the merger as compared to other business or financial strategies that might be available to Silver Spring, nor did it address the underlying business decision of Silver Spring to engage in the merger. Evercore’s opinion did not constitute a recommendation to the Silver Spring board of directors or to any other persons in respect of the merger, including as to how any holder of shares of Silver Spring common stock should vote or act with respect to the merger.

Financing of the Merger (see page 57 )

The merger is not conditioned upon receipt of financing by Itron. However, Itron expects to finance the aggregate merger consideration with a combination of cash on hand and the incurrence of new debt, including a term loan facility and senior unsecured notes.

In connection with entering into the merger agreement, Itron entered into a commitment letter, which we refer to as the “commitment letter,” dated as of September 17, 2017, with Wells Fargo Bank, National Association, which we refer to as “Wells Fargo Bank,” WF Investment Holdings, LLC, which we refer to as “WF Investments,” and Wells Fargo Securities, LLC, which we refer to as “Wells Fargo Securities,” and, together with Wells Fargo Bank and Wells Fargo Investments, which we refer to as the “initial commitment parties.” Pursuant to the commitment letter, and subject to the terms and conditions set forth therein, the initial commitment parties committed to provide (i) senior secured credit facilities in an aggregate principal amount of up to $1,102.5 million, which includes a new $400 million senior secured term loan B facility, and (ii) a senior unsecured bridge loan facility in an aggregate principal amount of up to $350 million if Itron does not issue senior unsecured notes with an aggregate principal amount of at least $350 million on or prior to the consummation of the merger.

On October 3, 2017, Itron entered into an amended and restated commitment letter, which we refer to as the “amended commitment letter,” with the initial commitment parties, JPMorgan Chase Bank, N.A., which we refer to as “JPMorgan, ” ING Bank, N.V., Dublin Branch, which we refer to as “ING,” BNP Paribas, Bank of the West and U.S. Bank National Association, together with the initial commitment parties, JPMorgan, ING, BNP Paribas and Bank of the West, which we refer to as the “current commitment parties.” Pursuant to the amended commitment letter, and subject to the terms and conditions set forth therein, the current commitment parties committed to provide increased senior secured credit facilities in an aggregate principal amount of $1,125.0 million, which includes a new $400 million senior secured term loan B facility, in addition to the senior unsecured bridge loan facility described above.

Together with Itron’s cash on hand, the financing will be used to refinance Itron’s existing credit facilities, if necessary, and to finance, in part, Itron’s acquisition of Silver Spring. There can be no assurance that any replacement or supplemental financing in lieu of the amended commitment letter will be available to Itron on acceptable terms or at all. Itron’s ability to obtain additional debt financing, including financing to replace or supplement the debt available under the amended commitment letter, will be subject to various factors, including market conditions, and Itron’s and Silver Spring’s operating performance and credit ratings.

Interests of Silver Spring’s Directors and Executive Officers in the Merger (see page 58 )

In considering the unanimous recommendation of the Silver Spring board of directors that Silver Spring stockholders approve the merger proposal, Silver Spring stockholders should be aware that the directors and executive officers of Silver Spring have certain interests in the merger that may be different from, or in addition to, those of Silver Spring stockholders generally. These interests are described in more detail in the section entitled “ Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Interests of Silver Spring’s Directors and Executive Officers in the Merger ” beginning on page 58 of this proxy statement. The Silver Spring board of directors was aware of these interests and considered them, among other matters, in evaluating the merger agreement and in reaching its decision to unanimously (i) determine that the merger agreement and the transactions contemplated thereby, including the merger were fair to, and in the best interests of, Silver Spring and its stockholders, (ii) declare advisable the merger agreement and the transactions contemplated thereby, including the merger, and (iii) recommend that Silver Spring stockholders vote in favor of the merger and adopt the merger agreement.

Treatment of Options

Each vested option to purchase shares of Silver Spring common stock that is outstanding immediately prior to the effective time of the merger and that has a per share exercise price that is less than the merger consideration will be cancelled at the effective time and converted into the right to receive an amount in cash, less applicable withholding taxes, equal to the product of (i) the aggregate number of shares of Silver Spring common stock subject to such option and (ii) the excess of the merger consideration over the per share exercise price under such option.

Each unvested option to purchase shares of Silver Spring common stock (other than an unvested option held by a non-employee member of the Silver Spring board of directors), that is outstanding immediately prior to the effective time of the merger, has a per share exercise price that is less than the merger consideration and is held by a then-current service provider to Silver Spring, which we refer to as an “assumed option,” will be assumed by Itron at the effective time and converted into and become an option to acquire Itron common stock, which we refer to as an “adjusted option,” on the same material terms and conditions (including vesting) as were applicable under the corresponding assumed option immediately prior to the effective time of the merger, as follows:

Any option to purchase shares of Silver Spring common stock held by a non-employee member of the Silver Spring board of directors that is outstanding immediately prior to the effective time of the merger and that has a per share exercise price that is less than the merger consideration, whether vested or unvested, will be cancelled in exchange for an amount in cash, less applicable withholding taxes, equal to the product of (i) the aggregate number of shares of Silver Spring common stock subject to such option and (ii) the excess of the merger consideration over the per share exercise price under such option.

Each option to purchase shares of Silver Spring common stock that is outstanding as of immediately prior to the effective time of the merger, whether vested or unvested, that has a per share exercise price that is equal or greater than the merger consideration will become vested and exercisable by the holder thereof, and each such option that remains unexercised and outstanding at the effective time will be cancelled with no payment made therefor.

Treatment of Restricted Stock Units

Each Silver Spring restricted stock unit, which we refer to as an “RSU,” that remains outstanding and is fully vested as of immediately prior to the effective time of the merger will be cancelled at the effective time and automatically converted into the right to receive an amount in cash, less applicable withholding taxes, equal to the product of (i) the aggregate number of shares of Silver Spring common stock subject to such RSU and (ii) the merger consideration.

Each RSU (other than an unvested RSU held by a non-employee member of the Silver Spring board of directors) that remains outstanding and is unvested as of immediately prior to the effective time of the merger, which we refer to as an “assumed RSU,” will be assumed by Itron at the effective time of the merger and converted into a restricted stock unit to receive, on substantially the same terms and conditions (including vesting) as were applicable under such assumed RSU immediately prior to the effective time of the merger, a number of shares of Itron common stock equal to the number of shares of Silver Spring common stock that were subject to such assumed RSU immediately prior to the effective time of the merger multiplied by the exchange ratio and rounded down to the nearest whole share of Itron common stock.

Each RSU held by a non-employee member of the Silver Spring board of directors that is outstanding immediately prior to the effective time of the merger, whether vested or unvested, will be cancelled at the effective time and converted into the right to receive an amount of cash, less applicable withholding taxes, equal to the product of (i) the aggregate number of shares of Silver Spring common stock subject to such RSU and (ii) the merger consideration.

Treatment of Performance Stock Units

Each performance stock unit, which we refer to as a “PSU,” that was granted during 2015 and that is outstanding as of immediately prior to the effective time of the merger will be cancelled at the effective time of the merger and will terminate without the payment of any consideration therefor and the holders of such PSUs granted during 2015 will cease to have any rights with respect thereto.

For each PSU that was granted in 2017 and that is outstanding as of immediately prior to the effective time of the merger, the performance conditions will be deemed satisfied at 100% of the target level of achievement and (i) the portion of each such PSU that is outstanding and unvested as to service-based vesting conditions will be treated as an assumed RSU and assumed by Itron as described above, and (ii) the portion of each such PSU that is outstanding and vested as to both performance conditions and service-based conditions will be treated as an RSU (as described above, that is cancelled and automatically converted into the right to receive an amount of cash (less any applicable withholding taxes) equal to the product of (i) the aggregate number of shares of Silver Spring common stock subject to such PSU and (ii) the merger consideration).

Cancellation and Stay Bonus Agreements

In connection with the execution of the merger agreement, Silver Spring entered into Cancellation and Stay Bonus Agreements with certain of Silver Spring’s executive officers. Pursuant to such agreements, each such executive officer waived accelerated vesting provisions relating to the PSUs granted in 2015 in consideration for a cash retention award that will be paid if the executive remains continuously employed with us through the consummation of the merger. If an executive’s employment terminates for any reason prior to the date on which the merger is consummated, such executive will not be entitled to the retention award or the benefits of the waived provisions in respect of such PSUs.

Annual Cash Incentives

Pursuant to the terms of the merger agreement, at the earlier of (i) the payroll date of the last regularly scheduled pay period of the 2017 calendar year or (ii) the payroll date of the last regularly scheduled pay period prior to the closing of the merger, Silver Spring may pay bonuses for Silver Spring’s fiscal year ending December 31, 2017 pursuant to Silver Spring’s annual incentive plan as if the applicable performance targets were fully achieved at target levels.

Executive Officer Equity Acceleration and Severance

In connection with the merger, and pursuant to their employment agreements, termination benefit agreements, employment offer letters and equity award agreements with Silver Spring, certain executive officers are entitled to receive accelerated vesting of their equity awards and/or enhanced severance payments upon qualifying terminations of employment during a specified period before and after the closing of the merger. Please see the section entitled “― Interests of Silver Spring’s Directors and Executive Officers in the Merger ” on page 58 of this proxy statement for additional information.

No Solicitation by Silver Spring of Acquisition Proposals; Changes in Board Recommendation (see page 89 )

Pursuant to the merger agreement, subject to certain exceptions, Silver Spring has agreed that it will not (and will cause its subsidiaries not to and use its reasonable best efforts to cause other representatives of Silver Spring and its subsidiaries not to), directly or indirectly:

Prior to the date that the Silver Spring stockholders approve the merger proposal, if Silver Spring receives a bona fide , written and unsolicited acquisition proposal from any person or entity, Silver Spring or its board of directors may, directly or indirectly through Silver Spring representatives, participate in discussions or negotiations with such person or entity that made the bona fide , written and unsolicited acquisition proposal and/or furnish to such person or entity any non-public information relating to Silver Spring and its subsidiaries (provided that Silver Spring contemporaneously provides such non-public information to Itron to the extent such information has not previously been furnished to Itron) and/or afford access to the business, properties, assets, books, records or other non-public information, or the personnel of Silver Spring or any of its subsidiaries, in each case pursuant to an “acceptable confidentiality agreement,” provided that Silver Spring did not receive such acquisition proposal as a result of a breach of the non-solicitation provision contained in the merger agreement and, prior to taking such action:

Contemporaneously with furnishing any non-public information relating to Silver Spring to any person in accordance with the foregoing, Silver Spring shall furnish such non-public information to Itron, to the extent not previously provided to Itron.

For a further discussion of the limitations on solicitation of acquisition proposals, and exceptions to such limitations, see the section entitled “ Terms of the Merger Agreement—No Solicitation by Silver Spring of Acquisition Proposals; Changes in Board Recommendation ” beginning on page 89 of this proxy statement.

Subject to the exceptions described below in this section, the Silver Spring board of directors has unanimously recommended that Silver Spring stockholders vote in favor of the merger proposal, and Silver Spring has agreed that none of it, its board of directors or any committee thereof will, and will not publicly propose to, (i) withhold, withdraw, qualify, amend or modify, in a manner adverse to Itron, or publicly propose to withhold, withdraw, qualify, amend or modify in a manner adverse to Itron, the recommendation that Silver Spring stockholders adopt the merger agreement and approve the merger, (ii) approve, endorse or recommend any acquisition proposal or (iii) fail to recommend against the acceptance of tender offer for shares of Silver Spring common stock or exchange offer within ten business days after the commencement of such offer. The actions described in any of the foregoing clauses (i), (ii) and (iii) are referred to as a “company board recommendation change.”

Prior to the receipt of the affirmative vote of the holders of at least a majority of all outstanding shares of Silver Spring common stock to adopt the merger agreement and approve the merger, the Silver Spring board of directors and/or any authorized committee thereof may effect a company board recommendation change if and

only if (i) Silver Spring receives an unsolicited bona fide written acquisition proposal (not received as a result of a breach of the non-solicitation provisions contained in the merger agreement) that its board of directors determines in good faith (after consultation with its financial advisor and outside legal counsel) is a superior proposal and determines in good faith (after consultation with its financial advisor and outside legal counsel) that its failure to enter into a definitive agreement relating to such superior proposal would be inconsistent with its fiduciary duties to Silver Spring stockholders under Delaware law or (ii) an “intervening event” (as defined in the section entitled “ Terms of the Merger Agreement—No Solicitation by Silver Spring of Acquisition Proposals; Changes in Board Recommendation ” beginning on page 89 of this proxy statement) occurs and as a result thereof the Silver Spring board of directors and/or any authorized committee thereof determines in good faith (after consultation with outside legal counsel) that the failure to take such action in light of such intervening event would be inconsistent with its fiduciary duties to Silver Spring stockholders under Delaware law; provided, that:

For a further discussion of the limitations on effecting a company board recommendation change, see the section entitled “ Terms of the Merger Agreement—No Solicitation by Silver Spring of Acquisition Proposals; Changes in Board Recommendation ” beginning on page 89 of this proxy statement.

Conditions to Consummation of the Merger (see page 97 )

As more fully described in the section entitled “ Terms of the Merger Agreement—Conditions to Consummation of the Merger ” beginning on page 97 of this proxy statement, each party’s obligation to consummate the merger is subject to the satisfaction or waiver (where permissible) of the following conditions:

Neither Itron nor Silver Spring can be certain of when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

Termination; Effect of Termination (see page 99 )

The merger agreement may be terminated and the merger and the other transactions contemplated by the merger agreement may be abandoned at any time prior to the effective time of the merger, whether before or after receipt of the affirmative vote of the holders of at least a majority of all outstanding shares of Silver Spring common stock entitled to vote at the special meeting in favor of the merger proposal, in the following ways:

agreement is not available to any party to the merger agreement whose action or failure to act has been a principal cause of (i) the failure to satisfy any of the conditions to the obligations of the terminating party to consummate the merger in the merger agreement prior to the termination date and such action or failure to act constitutes a material breach of the merger agreement or (ii) the failure of the effective time of the merger to have occurred prior to the termination date, and such action or failure to act constitutes a material breach of the merger agreement;

See the section entitled “ Terms of the Merger Agreement—Termination; Effect of Termination ” beginning on page 99 of this proxy statement.

If the merger agreement is validly terminated pursuant to the termination rights described above, the merger agreement will become void and of no further force or effect and there will be no liability or obligation on the part of any party, except for the confidentiality provisions, provisions relating to the effect of termination and fees and expenses (including the termination fees described in the section entitled “ Terms of the Merger Agreement—Termination Fee ” beginning on page 101 of this proxy statement) and certain other specified general provisions of the merger agreement, each of which will survive the termination of the merger agreement. The parties have further agreed that nothing in the merger agreement, including the termination of the merger agreement, will relieve any party from liability for any willful breach of the merger agreement prior to the date of its termination, in which case the non-breaching party will be entitled to all remedies available at law or in equity.

Termination Fee (see page 101 )

Under the merger agreement, Silver Spring is required to pay Itron a termination fee of $32.3 million in cash, which we refer to as the “termination fee,” if the merger agreement is terminated under the circumstances set forth in the merger agreement, which are specified in the section entitled “ Terms of the Merger Agreement — Termination Fee ” beginning on page 101 of this proxy statement, including if Silver Spring terminates the merger agreement prior to the adoption of the merger agreement and approval of the merger by Silver Spring stockholders and the Silver Spring board of directors determines to enter into a definitive agreement with respect to a superior proposal in accordance with the non-solicitation provision contained in the merger agreement. In no event will Silver Spring be required to pay the termination fee in connection with the termination of the merger agreement on more than one occasion. The parties have agreed that, in the event the merger agreement is terminated under circumstances where the termination fee would be payable, the payment of the termination fee to Itron, in accordance with the terms of the merger agreement, will be Itron’s sole and

exclusive remedy for any loss it or Merger Sub suffers as a result of the failure of the transactions contemplated by the merger agreement to be consummated, the termination of the merger agreement, any liabilities or obligations arising under the merger agreement or any claims or actions arising out of or relating to any breach, termination or failure of or under the merger agreement, except that there is no limit to liability for any losses resulting from fraud or willful breach of the merger agreement by Silver Spring, as described above in the section entitled “ Terms of the Merger Agreement—Termination; Effect of Termination ” beginning on page 99 of this proxy statement.

Fees and Expenses (see page 102 )

All out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, hedging counterparties, experts and consultants) incurred in connection with the merger agreement, the transactions contemplated thereby, the solicitation of stockholder approvals and all other matters related to the consummation of the merger will be paid by the party or parties, as applicable, incurring such fees and expenses, whether or not the merger or the other transactions contemplated by the merger agreement are consummated, with certain exceptions expressly set forth in the merger agreement. Silver Spring and Itron have agreed to pay one-half of the filing fees and the costs of filings made pursuant to antitrust laws and of printing and mailing this proxy statement.

Regulatory Approvals (see page 65 )

The HSR Act and the rules and regulations promulgated thereunder require that Silver Spring and Itron file notification and report forms with respect to the merger with the U.S. Department of Justice, which we refer to as the “DOJ,” and the Federal Trade Commission, which we refer to as the “FTC,” and observe a waiting period before consummating the merger. The required notification and report forms under the HSR Act have been filed with the DOJ and the FTC by Silver Spring and Itron.

At any time before or after the consummation of the merger, the DOJ, the FTC, a U.S. state or a foreign governmental authority with jurisdiction over the parties could take such action under antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the merger, to rescind the merger or to seek divestiture of particular assets. Private parties also may seek to take legal action under the antitrust laws under certain circumstances.

Delisting and Deregistration of Silver Spring Common Stock (see page 66 )

Silver Spring common stock is registered as a class of equity securities under the Exchange Act and is quoted on the NYSE under the symbol “SSNI.” As a result of the merger, Silver Spring will become a wholly-owned subsidiary of Itron, shares of Silver Spring common stock will no longer be publicly traded on the NYSE and price quotations with respect to sales of shares of Silver Spring common stock in the public market will no longer be available. In addition, Silver Spring will no longer be required to file periodic reports with the Securities and Exchange Commission, which we refer to as the “SEC,” after the effective time of the merger with respect to shares of Silver Spring common stock.

Consequences if the Merger is Not Consummated (see page 66 )

If Silver Spring stockholders do not approve the merger proposal, or if the merger is not consummated for any other reason, stockholders will not receive any payment for their shares of Silver Spring common stock in connection with the merger. Instead, shares of Silver Spring common stock will continue to be listed and traded on the NYSE and Silver Spring will continue to file periodic reports with the SEC. In certain circumstances, we may be required to pay a termination fee, or we or Itron may seek damages or other remedies, in each case, as described under the section entitled “ Terms of the Merger Agreement—Termination; Effect of Termination ” and “ Terms of the Merger Agreement—Termination Fee ” beginning on page 99 and page 101, respectively, of this proxy statement.

U.S. Federal Income Tax Consequences of the Merger (see page 66 )

The receipt of cash for shares of Silver Spring common stock in the merger will be a taxable transaction to U.S. holders for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, if you are a U.S. holder (as defined in the section entitled “ Proposal 1: Adoption of the Merger Agreement and Approval of the

Merger—U.S. Federal Income Tax Consequences of the Merger ” beginning on page 66 of this proxy statement), you will recognize gain or loss equal to the difference, if any, between the amount of cash received for your shares of Silver Spring common stock surrendered pursuant to the merger and your adjusted tax basis in such shares. If you are a non-U.S. holder (as defined in the section entitled “ Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—U.S. Federal Income Tax Consequences of the Merger ” beginning on page 66 of this proxy statement), the receipt of cash pursuant to the merger will generally not be a taxable transaction to you under U.S. federal income tax laws unless you have certain connections to the United States, and you are encouraged to seek tax advice regarding such matters. You should read the section entitled “ Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—U.S. Federal Income Tax Consequences of the Merger ” beginning on page 66 of this proxy statement and consult your own tax advisors regarding the U.S. federal income tax consequences of the merger to you in light of your particular circumstances and because U.S. federal tax laws are subject to change (possibly with retroactive effect), as well as tax consequences arising under any state, local or foreign tax laws or non-income tax laws.

Market Price of Silver Spring Common Stock and Dividend Information (see page 107 )

Silver Spring common stock is listed on the NYSE under the trading symbol “SSNI.” The closing price of Silver Spring common stock on the NYSE on September 15, 2017, the last trading day prior to the public announcement of the merger, was $13.00 and the merger consideration represents a premium of 25% over the closing price on September 15, 2017. On November 14, 2017, the most recent practicable date before this proxy statement was mailed to our stockholders, the closing price of Silver Spring common stock on the NYSE was $16.09.

Silver Spring has never declared or paid any cash dividends on Silver Spring common stock. Under the terms of the merger agreement, we may not declare, authorize, make or pay any dividend or other distribution on Silver Spring common stock during the pendency of the merger.

Appraisal Rights (see page 104 )

If the merger is consummated, Silver Spring stockholders who do not vote in favor of the merger proposal, who continuously hold such shares through the effective time of the merger, who properly exercise and perfect appraisal rights in respect of their shares of Silver Spring common stock, and who meet certain other conditions and statutory requirements described herein will be entitled to appraisal rights in connection with the merger under Section 262 of the DGCL. Due to the complexity of the appraisal process, Silver Spring stockholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Silver Spring stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the merger agreement if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must (1) submit a written demand for appraisal to Silver Spring before the vote is taken on the merger proposal, (2) not vote, in person or by proxy, in favor of the merger proposal, and (3) continue to hold your shares of Silver Spring common stock of record through the effective time of the merger. Your failure to follow exactly the procedures specified under the DGCL may result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex C to this proxy statement. If you hold your shares of Silver Spring common stock through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank, or other nominee to determine the appropriate procedures for the making of a demand for appraisal on your behalf by such broker, bank or other nominee.

Help in Answering Questions

If you have any questions about the special meeting or the merger after reading this proxy statement, please contact Innisfree M&A Incorporated, our proxy solicitation firm, at:

Innisfree M&A Incorporated
501 Madison Avenue
New York, New York 10022

Stockholders please Call Toll-Free: (888) 750-5834
Banks and Brokers, please call collect: (212) 750-5833

PARTIES INVOLVED IN THE MERGER

Silver Spring Networks, Inc.
230 W. Tasman Drive
San Jose, California 95134
(669) 770-4000

Silver Spring, a Delaware corporation, has more than a decade of experience creating, building and successfully deploying large scale networks and solutions enabling the Internet of Things, or IoT, for critical infrastructure. The IoT refers to a system where a diversity of physical devices has the capacity to communicate using Internet technologies. Our first area of focus was in energy, creating a leading smart grid network platform by applying advanced networking technology and solutions to the power grid. We have broadened our focus beyond the smart grid to other utility networks including gas and water, other critical infrastructure such as street lights, which enable smarter and more efficient cities, and additional industrial verticals which could benefit from our platform.

Silver Spring common stock is listed on the NYSE under the symbol “SSNI.”

Silver Spring’s principal executive offices are located at 230 W. Tasman Drive, San Jose, California 95134, our telephone number is (669) 770-4000 and our Internet website address is www.ssni.com . The information provided on or accessible through Silver Spring’s website is not part of this proxy statement and is not incorporated in this proxy statement by this or any other reference to our website provided in this proxy statement.

Detailed descriptions about Silver Spring’s business and financial results are contained in Silver Spring’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, Silver Spring’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 and other periodic reports filed with the SEC, which are incorporated in this proxy statement by reference. See the section entitled “ Where Stockholders Can Find More Information ,” beginning on page 111 of this proxy statement.

Itron, Inc.
2111 N. Molter Road
Liberty Lake, Washington 99019
(509) 891-3283

Itron, a Washington corporation, is among the leading technology and services companies dedicated to the resourceful use of electricity, natural gas, and water. Itron provides comprehensive solutions that measure, manage, and analyze energy and water use. Itron’s broad product portfolio helps utilities responsibly and efficiently manage resources, which product portfolio includes electricity, gas, water and thermal energy measurement devices and control technology, communications systems, software, as well as managed and consulting services.

Itron common stock is listed on the NASDAQ Global Select Market under the symbol “ITRI.”

Itron’s corporate office is located at 2111 N. Molter Road, Liberty Lake, Washington 99019, its telephone number is (509) 891-3283 and its Internet website address is www.itron.com. The information provided on or accessible through Itron’s website is not part of this proxy statement and is not incorporated in this proxy statement by this or any other reference to its website provided in this proxy statement.

Ivory Merger Sub, Inc.
2111 N. Molter Road
Liberty Lake, Washington 99019
(509) 891-3283

Merger Sub, a wholly-owned subsidiary of Itron, is a Delaware corporation that was formed for the sole purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement, including the merger. Pursuant to the terms of the merger agreement, and subject to the conditions thereof, Merger Sub will merge with and into Silver Spring, with Silver Spring continuing as the surviving corporation and becoming a wholly-owned subsidiary of Itron.

The principal executive offices of Merger Sub are located at 2111 N. Molter Road, Liberty Lake, Washington 99019, and its telephone number is (509) 891-3283.

THE SPECIAL MEETING

This section contains information about the special meeting of the Silver Spring stockholders that has been called to consider and vote upon the merger proposal and to consider and vote upon the adjournment proposal.

This proxy statement is being provided to the Silver Spring stockholders as part of a solicitation of proxies by the Silver Spring board of directors for use at the special meeting to be held on the date and at the time and place specified below, and at any properly convened meeting following an adjournment or postponement thereof, for the purposes set forth in this proxy statement and in the accompanying notice of special meeting.

Date, Time and Place

A special meeting of the Silver Spring stockholders is scheduled to be held on January 3, 2018, at 10:00 a.m. (Pacific Time), at Silver Spring’s offices located at 230 W. Tasman Drive, San Jose, California 95134 unless the special meeting is adjourned or postponed.

This proxy statement and the enclosed form of proxy are first being mailed to our stockholders on or about November 16, 2017.

Purpose of the Special Meeting

At the special meeting, stockholders will be asked:

Recommendations of the Silver Spring Board of Directors

The Silver Spring board of directors, after carefully considering all factors that the Silver Spring board of directors deemed relevant and after consulting with its legal and financial advisors, unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, were fair to, and in the best interests of, Silver Spring and its stockholders, (ii) declared advisable the merger agreement and the transactions contemplated thereby, including the merger, (iii) approved and authorized the execution and delivery by Silver Spring of the merger agreement, the performance by Silver Spring of its covenants and agreements contained therein, and the consummation of the merger and the transactions contemplated thereby, (iv) resolved to recommend that Silver Spring stockholders vote in favor of the adoption of the merger agreement and approval of the merger, all upon the terms and subject to the conditions set forth in the merger agreement, and (v) to the extent permitted by applicable law, elected that any “fair price,” “moratorium,” “control share acquisition,” “business combination,” or other anti-takeover statute or similar statute or regulations of any jurisdiction that purports to be applicable to the merger, Silver Spring, the shares of Silver Spring common stock, or the other transactions contemplated by the merger, shall not be applicable to the merger, Silver Spring, the shares of Silver Spring common stock, or the other transactions contemplated by the merger agreement. Certain factors considered by the Silver Spring board of directors in reaching these decisions can be found in the section entitled “ Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Reasons for the Merger ” beginning on page 42 of this proxy statement.

The Silver Spring board of directors unanimously recommends that Silver Spring stockholders vote “FOR” the approval of the merger proposal. The Silver Spring board of directors also recommends that Silver Spring stockholders vote “FOR” the approval of the adjournment proposal.

Record Date and Voting Information

Only stockholders who hold shares of Silver Spring common stock at the close of business on November 9, 2017, the record date for the special meeting, will be entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof. Each stockholder of record on the record date will be entitled to one vote for each share of Silver Spring common stock held as of the record date on each matter properly brought before the special meeting. If you sell or transfer your shares of Silver Spring common stock after the record date but before the special meeting, unless special arrangements (such as provision of a proxy) are made between

you and the person to whom you sell or otherwise transfer your shares of Silver Spring common stock, and each of you notifies Silver Spring of such special arrangements, you will transfer the right to receive the per share merger consideration, if the merger is consummated, to the person to whom you sell or transfer your shares of Silver Spring common stock, but you will retain your right to vote such shares of Silver Spring common stock at the special meeting.

As of the close of business on the record date, there were 54,142,118 shares of Silver Spring common stock, issued, outstanding and entitled to vote at the special meeting, which shares of Silver Spring common stock were held by approximately 101 stockholders of record.

Brokers, banks or other nominees who hold shares of Silver Spring common stock for clients typically have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. Absent specific instructions from the beneficial owner of the shares of Silver Spring common stock, however, brokers, banks or other nominees are not allowed to exercise their voting discretion with respect to the approval of non-routine matters. The merger proposal in this proxy statement is a non-routine matter, and therefore brokers, banks and other nominees cannot vote on the merger proposal without your instructions. Proxies submitted without a vote by brokers, banks or other nominees on this matter are referred to as “broker non-votes” and are discussed in greater detail in the section entitled “ —Effect of Abstentions and Broker Non-Votes ” beginning on page 27 of this proxy statement.

Quorum

At the special meeting, the presence, in person or by proxy, of the holders of a majority of the outstanding shares of Silver Spring common stock entitled to vote at the special meeting is necessary and sufficient to constitute a quorum for the transaction of any business at such meeting. As of the record date for the special meeting, there were 54,142,118 shares of Silver Spring common stock outstanding and entitled to vote at the special meeting. Accordingly, 27,071,060 shares of Silver Spring common stock must be represented by stockholders entitled to vote to constitute a quorum for the special meeting. Abstentions and broker non-votes are considered present for the purpose of determining the presence of a quorum. In the event that a quorum is not present, or if there are insufficient votes to adopt the merger agreement and approve the merger at the time of the special meeting, we expect that the meeting will be adjourned or postponed to solicit additional proxies in accordance with the terms of the merger agreement.

Attendance

Only Silver Spring stockholders of record as of the close of business on the record date, their duly authorized proxy holders, beneficial owners with proof of ownership and guests of Silver Spring may attend the special meeting. If your shares of Silver Spring common stock are held through a broker, bank, or other nominee and you plan to attend the special meeting in person, you must bring a brokerage statement, the proxy card mailed to you by your bank or broker or other proof of ownership to be admitted to the special meeting. Additionally, any person attending the special meeting in person will be required to present valid, government-issued photo identification, such as a driver’s license or passport, to be admitted to the special meeting. Please note that cameras, recording devices and other electronic devices will not be permitted at the special meeting. In addition, packages and bags may be inspected and other measures may be employed to enhance the security of persons attending the special meeting. These procedures may require additional time, so please plan your arrival time accordingly. To avoid disruption, admission may be limited once the special meeting begins.

Required Vote

Approval of the merger proposal requires the affirmative vote of a majority of all outstanding shares of Silver Spring common stock entitled to vote at the special meeting.

Approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast on the proposal by the stockholders present or represented by proxy at the special meeting and entitled to vote (assuming the presence of a quorum at the special meeting).

If the special meeting is adjourned or postponed for any reason, and the record date remains unchanged, at any subsequent reconvening of the special meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the meeting, except for any proxies that have been revoked or withdrawn.

Effect of Abstentions and Broker Non-Votes

It is important that you vote your shares of Silver Spring common stock. Under the DGCL, the approval of the merger proposal requires the affirmative vote of a majority of all outstanding shares of Silver Spring common stock that are entitled to vote thereon. Accordingly, your abstention will have the same effect as a vote “AGAINST” the merger proposal. The adjournment proposal requires the affirmative vote of a majority of votes cast thereon, and therefore, your abstention will not have an effect on, the adjournment proposal.

If you hold your shares of Silver Spring common stock in the name of a broker, bank or other nominee, such broker, bank or other nominee may vote your shares of Silver Spring common stock on the merger proposal only if you provide instructions on how to vote. Your failure to provide instructions will result in your shares of Silver Spring common stock not being voted on the merger proposal. This is called a “broker non-vote.” Broker non-votes will have the same effect as a vote “AGAINST” the merger proposal and will have no effect on the adjournment proposal.

Voting by Stockholders

After carefully reading and considering the information contained in this proxy statement, you should vote according to the instructions described below.

If your shares of Silver Spring common stock are held in your name by Silver Spring’s transfer agent, Computershare, you can vote:

Please do not send in stock certificates or other documents representing Silver Spring common stock at this time. If the merger is consummated, holders of Silver Spring common stock certificates will receive instructions regarding the procedures for exchanging their existing Silver Spring common stock certificates for the payment of the merger consideration.

If you are a beneficial owner and your shares of Silver Spring common stock are held in the name of a broker, bank or other nominee, you have the right to direct your broker, bank or other nominee on how to vote your shares of Silver Spring common stock. Because a beneficial owner is not the stockholder of record, you may not vote such shares of Silver Spring common stock at the special meeting unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares of Silver Spring common stock giving you the right to vote such shares of Silver Spring common stock at the special meeting.

Proxies received at any time before the special meeting and not expired, revoked or superseded before being voted will be voted at the special meeting. If the proxy indicates a specification, it will be voted in accordance with the specification. If no specification is indicated, the proxy will be voted “FOR” the adoption of the merger agreement and approval of the merger and “FOR” the approval of the adjournment proposal.

Revocation of Proxies

Stockholders of record retain the power to revoke their proxy or change their vote, even if they sign the proxy card or voting instruction card in the form accompanying this proxy statement, via the Internet or via telephone. Stockholders of record can revoke their proxy or change their vote at any time before it is exercised by delivering written notice to Silver Spring at 230 W. Tasman Drive, San Jose, California 95134, Attn: General Counsel, specifying such revocation. Stockholders of record may also change their vote by timely delivery of a

valid, later-dated proxy or by voting by ballot in person at the special meeting. Simply attending the special meeting will not constitute revocation of your proxy. If your shares of Silver Spring common stock are held in the name of a broker, bank or other nominee, you should follow the instructions of such broker, bank or other nominee regarding the revocation of proxies. If you have voted via the Internet or via telephone, you may change your vote by signing on to the website and following the prompts or calling the toll-free number again and following the instructions.

Voting by Silver Spring’s Directors and Executive Officers

As of the record date for the special meeting, our directors and executive officers and their affiliates beneficially owned and were entitled to vote, in the aggregate, 12,089,654 shares of Silver Spring common stock at the special meeting, representing approximately 22.3% of the outstanding shares of Silver Spring common stock as of the record date. We currently expect that Silver Spring’s directors and executive officers will vote their shares of Silver Spring common stock in favor of the merger proposal.

Warren Weiss, one of our directors, and certain stockholders affiliated with Mr. Weiss, entered into a voting agreement with Itron as described in the section entitled “ Terms of the Voting Agreement ” beginning on page 104 of this proxy statement. As of the close of business on the record date for the special meeting, Silver Spring stockholders subject to the voting agreement beneficially owned and were entitled to vote approximately 19.5% of the outstanding shares of Silver Spring common stock. A copy of the voting agreement is attached as Annex D to this proxy statement.

Certain directors and executive officers of Silver Spring have interests that are different from, or in addition to, those of other Silver Spring stockholders generally. For more information, see the section entitled “ Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Interests of Silver Spring’s Directors and Executive Officers in the Merger ” beginning on page 58 of this proxy statement.

Expenses of Proxy Solicitation

This proxy statement is being furnished in connection with the solicitation of proxies by the Silver Spring board of directors. We have engaged the services of Innisfree M&A Incorporated, or Innisfree, to solicit proxies for the special meeting. In connection with its retention by us, Innisfree has agreed to provide proxy solicitation services, strategic advice and consulting and distribution services in connection with the special meeting. We have agreed to pay Innnisfree a fee equal to $15,000 plus reasonable out-of-pocket expenses for its services. We have agreed to indemnify Innisfree for certain losses arising out of its proxy solicitation services. Expenses incurred in connection with printing and mailing of this proxy statement will be paid one-half by Silver Spring and one-half by Itron. Copies of solicitation materials will also be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of Silver Spring common stock beneficially owned by others to forward to such beneficial owners. We may reimburse persons representing beneficial owners of Silver Spring common stock for their costs of forwarding solicitation materials to the beneficial owners. In addition to the solicitation of proxies by mail, solicitation may be made personally, by telephone, by e-mail and by fax, and we may pay persons holding shares of Silver Spring common stock for their expenses for sending proxy materials to their principals. In addition to solicitation by the use of mail, proxies may be solicited by our directors, officers and employees in person or by telephone, e-mail or other means of communication. No additional compensation will be paid to our directors, officers or employees for their services.

Householding

The SEC has adopted rules that permit companies and intermediaries, such as brokers, banks or other nominees, to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single annual report or proxy statement, as applicable, addressed to such stockholders. This process, commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. Silver Spring and some brokers, banks or other nominees may be householding Silver Spring’s proxy materials by delivering a single set of proxy materials to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker, bank or other nominee, or from Silver Spring that your broker, bank or other nominee, or Silver Spring will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you

no longer wish to participate in householding, and prefer to receive a separate proxy statement or annual report, or if you are receiving multiple copies of either document and wish to receive only one, please notify your broker, bank or other nominee, if your shares of Silver Spring common stock are held in the name of a broker, bank or other nominee, or Silver Spring, if you are a stockholder of record. You can notify Silver Spring by sending a written request to our Investor Relations team at Silver Spring, 230 W. Tasman Drive, San Jose, California 95134. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of this proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered.

Tabulation of Votes

All votes will be tabulated by a representative of the Veaco Group, which will act as the Inspector of Elections and will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

Adjournments and Postponements

In addition to the merger proposal, Silver Spring stockholders are also being asked to approve a proposal that will give the Silver Spring board of directors authority to adjourn the special meeting if necessary or appropriate in the view of the Silver Spring board of directors, including to solicit additional proxies if there are not sufficient votes at the time of the special meeting to adopt the merger agreement and approve the merger, to allow for the filing and distribution of any required supplemental or amended disclosure to Silver Spring stockholders prior to the special meeting, or otherwise with the consent, or upon the request, of Itron. In addition, the Silver Spring board of directors could postpone the meeting before it commences, in each case in any of the circumstances described above. If the special meeting is so adjourned or postponed for the purpose of soliciting additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use. If you return a proxy and do not indicate how you wish to vote on any proposal, or if 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 Silver Spring common stock will be voted in favor of the adjournment proposal.

Any adjournment may be made without notice to another time or place if the date, time and place to which the meeting is adjourned is announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If the Silver Spring board of directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the adjourned meeting.

Assistance

If you need assistance in completing your proxy card or have questions regarding Silver Spring’s special meeting, please contact Innisfree M&A Incorporated, our proxy solicitor at:

Innisfree M&A Incorporated
501 Madison Avenue
New York, New York 10022

Stockholders please call Toll-Free: (888) 750-5834
Banks and Brokers, please call collect: (212) 750-5833

independent members of the Silver Spring board reviewed and discussed strategic opportunities for Silver Spring, including a potential sale of the company. Peter Van Camp, Silver Spring’s lead independent director, also discussed the unsolicited contact of Mr. Lang by an investment bank on January 20 and January 23. Each of the independent members stated his or her preliminary views with respect to Silver Spring remaining as a standalone company and the potential opportunities for a sale of the company. The independent members discussed, among other things, the trends in Silver Spring’s historical smart grid and smart city businesses and Silver Spring’s progress in developing technology assets for the Internet of Things business, which we refer to as the IoT in this proxy statement. Following discussion, Mr. Van Camp recommended to the other independent members that Silver Spring engage a financial advisor to conduct a market check process to assess the interest of potential buyers. The independent members recommended that the Silver Spring board establish a committee of directors consisting of Messrs. Van Camp, Schwartz and Werner, which we refer to as the Strategy Committee or the Committee in this proxy statement, to oversee the market check process between meetings of the full Silver Spring board, and to make a recommendation with respect to the appointment of a financial advisor to assist with a market check process.

On February 3, 2017, the Strategy Committee held a meeting, during which the Committee members discussed strategic alternatives for Silver Spring, including the appropriate parameters of a market check of potential buyers and the engagement of a financial advisor to assist with the market check.

On February 8, 2017, the Strategy Committee held a meeting, during which the Committee members continued to discuss the proposed market check.

On February 12, 2017, a representative of Itron’s financial advisor, Centerview Partners LLC, which we refer to as Centerview in this proxy statement, contacted Richard Simonson, a member of the Silver Spring board, regarding Itron’s interest in a potential business combination transaction with Silver Spring.

On February 13, 2017, Philip Mezey, Itron’s Chief Executive Officer, contacted Mr. Van Camp to discuss Itron’s interest in a potential business combination transaction with Silver Spring.

On February 16, 2017, the Silver Spring board held a meeting, with Silver Spring senior management and a representative of Fenwick present, during which the board discussed, among other things, the call between Mr. Van Camp and Mr. Mezey. Michael Bell, Silver Spring’s President and Chief Executive Officer, also discussed potential strategic partnerships that Silver Spring was pursuing with two public companies, and suggested that each of these parties might also be interested in acquiring Silver Spring and should be considered among the company’s strategic alternatives (the first public company, together with its affiliate, we refer to collectively as Party A in this proxy statement, and the second public company we refer to as Party B in this proxy statement). After discussion of these and other strategic alternatives, the Silver Spring board determined to engage a financial advisor to advise Silver Spring on its response to Itron, and to potentially conduct a market check to determine the level of interest of third parties in acquiring Silver Spring. The Silver Spring board further discussed the possible appropriate parameters of a proposed market check, and which investment banks should be considered for engagement. After discussion, Mr. Van Camp suggested that Evercore Group L.L.C., which we refer to as Evercore in this proxy statement, be considered to be engaged as Silver Spring’s financial advisor due to Evercore’s qualifications, experience, reputation and knowledge of the industry in which Silver Spring operates, and Evercore’s experience in similar situations. The Silver Spring board requested that Mr. Van Camp introduce his contacts at Evercore to representatives of Silver Spring senior management.

On February 20, 2017, Mr. Mezey contacted Mr. Van Camp to discuss Itron’s interest in an acquisition of Silver Spring. Later that same day, Mr. Mezey and Tom Deitrich, Itron’s Executive Vice President and Chief Operating Officer, contacted Mr. Van Camp to request a meeting on March 10, 2017 to discuss publicly-available business and financial information regarding Silver Spring.

On March 2, 2017, Mr. Bell met with a representative of Party A, during which the representative of Party A indicated that Party A might be interested in a potential business combination transaction with Silver Spring.

On March 10, 2017 and on April 12, 2017, Messrs. Bell, Van Camp and Mr. Lang met with members of Itron senior management to discuss publicly-available business and financial information regarding Silver Spring and a potential acquisition of Silver Spring by Itron.

On April 17, 2017, the Strategy Committee held a meeting, with Silver Spring senior management and representatives of Evercore present, during which the Committee discussed the meetings with representatives of

Itron and Messrs. Bell, Lang and Van Camp that occurred on March 10, 2017 and April 12, 2017. Also during the meeting, a representative of Evercore made a presentation to the Committee regarding Evercore’s preliminary review of a draft of certain non-public projected financial data relating to Silver Spring under business assumptions prepared by Silver Spring senior management at the direction of the Strategy Committee, which we refer to as the management case forecasts as defined and described below under the section titled “ Certain Prospective Financial Information Reviewed by the Silver Spring Board of Directors and Silver Spring’s Financial Advisor ”, and Evercore’s preliminary perspective on Silver Spring’s valuation and the methods that could be used to value Silver Spring. Evercore also provided an overview of Itron’s financial performance, financial resources and stock performance, and outlined a potential plan to conduct a market check of other potential acquirers.

On April 18, 2017, the Silver Spring board held a meeting, with Silver Spring senior management and representatives of each of Evercore and Fenwick present. During the meeting, representatives of Evercore reviewed the materials that had been presented to the Strategy Committee the previous day, including the conversations that had occurred with representatives of Itron, Evercore’s preliminary review of a draft of the management case forecasts, Evercore’s preliminary perspective on Silver Spring’s valuation and Evercore’s proposal to conduct a market check of other potential acquirers.

During late April and early May 2017, Evercore conducted its initial outreach to 22 potential strategic bidders, including Party A and Party B, regarding their interest in a potential business combination transaction with Silver Spring. The parties in Evercore’s initial outreach were selected at the direction of the Silver Spring board, based on the likelihood that such parties would have a strategic interest in, and financial ability to complete, a business combination with Silver Spring. During this same period, 12 of such parties, including Party A, indicated that they had no interest in pursuing a business combination transaction with Silver Spring, and three of such parties, including Party B, did not engage after outreach efforts by Evercore.

On April 25, 2017, Mr. Mezey contacted Mr. Van Camp to discuss a possible acquisition of Silver Spring by Itron, and to inform him that Itron would be submitting a proposal to acquire Silver Spring. Later that day, a representative of Itron delivered to Mr. Van Camp a non-binding proposal to acquire all of Silver Spring’s outstanding common stock on a fully diluted basis at a price between $15.00 and $16.00 per share in cash. The proposal also requested that Silver Spring enter into an exclusivity agreement providing for a 30-day exclusivity period during which Itron would conduct due diligence and Itron and Silver Spring would negotiate definitive agreements. In addition to the proposal letter, Itron delivered an executed letter from Wells Fargo Securities, LLC, which we refer to as Wells Fargo in this proxy statement, in which Wells Fargo indicated that it was highly confident that funded debt financing of up to $1.1 billion could be arranged for Itron’s proposed acquisition of Silver Spring.

Also on April 25, 2017, and again on April 27, 2017, representatives of Evercore discussed with a representative of a public company (which we refer to as Party C in this proxy statement) that had responded to Evercore’s initial outreach, regarding Party C’s interest in a potential business combination transaction with Silver Spring.

On April 26, 2017, the Silver Spring board held a meeting, with Silver Spring senior management and representatives of each of Evercore and Fenwick present, during which the board discussed, among other things, Mr. Van Camp’s conversation with Mr. Mezey and Itron’s April 25 proposal. Also during the meeting, Evercore made a presentation to the board regarding Itron’s April 25 proposal and request for exclusivity, the Wells Fargo letter and potential tactics and strategies with respect to responding to Itron. After the Evercore presentation, the board, senior management and representatives of Evercore discussed the market check process, including which third parties would be most likely to submit a competitive bid in the process, and the plan to arrange a meeting between Silver Spring senior management and Itron senior management, during which Silver Spring senior management would provide an overview of, and answer questions regarding, Silver Spring’s business. After the Evercore presentation and related discussions concluded, a representative of Fenwick discussed with the Silver Spring board, among other things, its fiduciary duties under Delaware law with respect to considering a potential sale of Silver Spring.

Later on April 26, 2017, Evercore, at the request of Silver Spring senior management, provided Silver Spring with a proposed engagement letter for Evercore to act as Silver Spring’s financial advisor with respect to potential strategic transactions, including a possible sale of Silver Spring. Over the course of the following months, Silver Spring and Evercore negotiated the terms of the engagement letter.

On April 27, 2017, Mr. Van Camp, on behalf of the Strategy Committee, contacted Mr. Mezey and suggested that Silver Spring and Itron enter into a confidentiality agreement, and arrange a meeting between Silver Spring senior management and Itron senior management, during which Silver Spring senior management would provide an overview of, and answer questions regarding, Silver Spring’s business.

On April 28, 2017, Mr. Van Camp provided Mr. Mezey a proposed confidentiality agreement between Silver Spring and Itron that had been prepared by Fenwick. The confidentiality agreement included a “standstill” provision which generally prohibited Itron from making public proposals to acquire Silver Spring, acquiring Silver Spring securities or taking similar actions (but permitted Itron to make private, non-public proposals to the lead independent director on the Silver Spring board), and which provided that the standstill provision would no longer apply following any of the execution by Silver Spring of a definitive acquisition agreement with another party or the commencement of a tender offer for 40% or more of Silver Spring’s outstanding voting power. The confidentiality agreement also included a non-solicit provision, which generally prohibited Itron from soliciting Silver Spring’s employees. The confidentiality agreement with Itron did not include an exclusivity period.

Also on April 28, 2017, the Strategy Committee held a meeting during which the Committee members discussed the market check process and the formal engagement of Evercore as Silver Spring’s financial advisor.

Also on April 28, 2017, representatives of Evercore contacted representatives of a public company (which we refer to as Party D in this proxy statement) that had responded to Evercore’s initial outreach regarding Party D’s potential interest in a potential business combination transaction with Silver Spring. The representative of Party D indicated that Party D would not agree to enter into a confidentiality agreement, but that Party D was interested in a meeting with Silver Spring senior management, during which Silver Spring senior management would provide an overview of, and answer questions regarding, Silver Spring’s business.

On May 2, 2017, Itron provided its suggested revisions to Silver Spring’s proposed confidentiality agreement.

Between May 2, 2017 and May 8, 2017, representatives of Fenwick and Jones Day, Itron’s outside legal counsel, negotiated the terms of the confidentiality agreement.

Between May 2, 2017 and May 22, 2017, representatives of Evercore held discussions with four separate public companies (which we refer to as Party E, Party F, Party G and Party H, respectively, in this proxy statement) that had responded to Evercore’s initial outreach, regarding such companies’ potential interest in a potential business combination transaction with Silver Spring. Also during this time, each of Party C, Party E, Party F, Party G and Party H were provided, and later entered into, a confidentiality agreement with Silver Spring. The confidentiality agreements with Party E and Party F included a standstill provision similar to the standstill provision included in the confidentiality agreement with Itron. The confidentiality agreements with Party C, Party E and Party H did not include any standstill provision because none of such parties would enter into a confidentiality agreement that included a standstill provision, and Silver Spring senior management, after discussion with representatives of Fenwick, determined that the benefit of including such parties in the potential sale process outweighed the risk that such parties would propose a transaction directly to Silver Spring’s stockholders. None of the confidentiality agreements with Party C, Party E, Party F, Party G or Party H included an exclusivity provision restricting Silver Spring’s ability to discuss a potential transaction with other parties.

On May 2, 2017, Silver Spring senior management held a meeting with representatives of Party D, during which Silver Spring senior management provided an overview of, and answered questions regarding, Silver Spring’s business.

On May 5, 2017, Party D indicated that it was not interested in pursuing a business combination transaction with Silver Spring.

On May 8, 2017, Silver Spring and Itron entered into a confidentiality agreement, which included the standstill provision described above but did not include any exclusivity provision restricting Silver Spring’s ability to discuss a potential transaction with other parties. Later that same day, members of Silver Spring senior management met with representatives of Itron to provide an overview of, and answer questions regarding, Silver Spring’s business. During the meeting, Silver Spring senior management provided the Itron representatives with a summary of the management case forecasts through December 31, 2020. Representatives of Itron continued to conduct due diligence in the following weeks, requesting additional information from Silver Spring and conducting follow-up diligence calls with Silver Spring senior management.

Between May 10, 2017 and May 24, 2017, members of Silver Spring senior management also met with representatives of each of Party C, Party E, Party F, Party G and Party H to provide such parties an overview of, and answer questions regarding, Silver Spring’s business. During such meetings, Silver Spring senior management provided each such party with a summary of the management case forecasts through December 31, 2020.

On May 24, 2017, at the instruction of Silver Spring senior management, representatives of Evercore distributed a bid process letter to each of Party C, Party E, Party F, Party G and Party H requesting that each party return an initial non-binding indication of interest describing terms for a potential acquisition of Silver Spring by May 31, 2017.

Later on May 24, 2017, Party E indicated that it was not interested in pursuing a business combination transaction with Silver Spring.

On May 25, 2017, the Silver Spring board held a meeting, with Silver Spring senior management and a representative of Evercore present, during which Evercore discussed the market check activities that Evercore had conducted and the feedback received from potential bidders that Evercore had approached on behalf of Silver Spring. Also during the meeting, Mr. Bell discussed other strategic alternatives, including efforts to expand Silver Spring’s IoT business. In addition, the Silver Spring board ratified the establishment of the Strategy Committee.

On May 26, 2017, representatives of Evercore provided representatives of each of Itron, Party C, Party F, Party G and Party H with additional financial information of Silver Spring to supplement what had previously been provided to such parties. Subsequently, certain of such parties requested additional information, which was provided by representatives of Evercore.

Later on May 26, 2017, a representative of Itron delivered to representatives of Silver Spring a revised non-binding proposal to acquire all of Silver Spring’s outstanding common stock at a price of $15.00 per share in cash on a fully diluted basis. The proposal was at the low end of Itron’s initial price range of $15.00 to $16.00 per share based on the additional diligence Itron had conducted since submitting its April 25 proposal, including reviewing Silver Spring’s financial results for the quarterly period ended March 31, 2017, and Itron’s review and discussions with Silver Spring senior management of Silver Spring’s non-public information. Itron’s May 26 proposal also requested further diligence regarding Silver Spring’s financial and accounting information. Itron’s May 26 proposal also requested that Silver Spring enter into a 30-day exclusivity period during which Itron would conduct due diligence and Itron and Silver Spring would negotiate definitive agreements.

On May 30, 2017, each of Party F and Party G indicated that it was not interested in pursuing a business combination transaction with Silver Spring.

Later on May 30, 2017, the Strategy Committee held a meeting, with Silver Spring senior management and representatives of Evercore present, during which the representatives of Evercore provided an update to the Committee on the market check process, including the recent withdrawal by each of Party E, Party F and Party G. The Committee members, Silver Spring senior management and representatives of Evercore then discussed ongoing conversations between Silver Spring senior management and Itron senior management, potential negotiation strategies with Itron in relation to its revised offer, and the lack of any further outreach from Party C and Party H. Evercore and Silver Spring senior management also discussed Silver Spring’s valuation and potential synergies that could be realized in a transaction with Itron, potential significant commercial transactions in Silver Spring’s pipeline and Silver Spring senior management’s view on the likely timing of such commercial transactions.

On June 1, 2017, Party H indicated that it was not interested in pursuing a business combination transaction with Silver Spring.

Also on June 1, 2017, representatives of Evercore discussed with a representative of a public company (which we refer to as Party I in this proxy statement) that had responded to Evercore’s initial outreach, regarding a potential business combination transaction with Silver Spring.

On June 4, 2017, the Silver Spring board held a meeting, with Silver Spring senior management and representatives of each of Evercore and Fenwick present. During the meeting, the board, senior management and representatives of each of Evercore and Fenwick reviewed and discussed Itron’s May 26 proposal, including

Itron’s request for exclusivity. A representative of Evercore discussed the status of the market check process, the discussions that had been held with, and the level of interest expressed by, each of Itron, Party C, Party E, Party F, Party G and Party H, the initial contact by Party I, and that each of Party E, Party F, Party G and Party H had indicated that they were not interested in pursuing a business combination with Silver Spring. Evercore also made a presentation to the board regarding its updated valuation models for Silver Spring based on the management case forecasts and certain publicly available business and financial information relating to Silver Spring that Evercore deemed to be relevant, including publicly available research analysts’ estimates, which we refer to as the street case forecasts as defined and described below under the section titled “ Certain Prospective Financial Information Reviewed by the Silver Spring Board of Directors and Silver Spring’s Financial Advisor ”, following Silver Spring’s announcement of its financial results for the quarterly period ended March 31, 2017, and provided an analysis of Itron’s recent offer of $15.00 per share relative to Silver Spring’s current and historical price per share and various implied valuation multiples. The board and Silver Spring senior management also discussed the possibility of making an additional contact with Party B, and Mr. Bell’s efforts to contact a representative of Party C. Following discussion, the board determined that, while a banker-to-banker discussion between Evercore and Centerview was appropriate at that time, the board believed that Itron’s price was too low and that discussions as to exclusivity were inappropriate at that time.

On June 7, 2017, Silver Spring entered into a confidentiality agreement with Party I, which included a standstill provision similar to the standstill provision included in the confidentiality agreement with Itron. The confidentiality agreement with Party I did not include an exclusivity provision.

Also on June 7, 2017, representatives of Evercore discussed with a representative of a public company (which we refer to as Party J in this proxy statement) that Evercore had previously contacted in its initial outreach, regarding Party J’s potential interest in a business combination transaction with Silver Spring.

Between June 7, 2017 and June 23, 2017, at Party C’s request, representatives of Evercore and Silver Spring senior management provided additional information to Party C regarding Silver Spring.

On June 9, 2017, members of Silver Spring senior management met with representatives of Party I to provide an overview of, and answer questions regarding, Silver Spring’s business. During the meeting, Silver Spring senior management provided Party I with a summary of the management case forecasts through December 31, 2020. Over the following weeks, representatives of Evercore continued to have discussions with representatives of Party I, and provided Party I additional information with respect to Silver Spring’s financial performance.

On June 13, 2017, a representative from Evercore contacted representatives of Centerview to discuss Itron’s May 26 proposal.

Later on June 13, 2017, the Strategy Committee held a meeting, with Silver Spring senior management and a representative of Evercore present, during which the Committee members and Evercore discussed the current status of the market check process and negotiations with Itron.

On June 15, 2017, a representative of Evercore contacted representatives of Centerview to discuss Itron’s May 26 proposal, during which the representative of Evercore indicated that Itron’s proposal of $15.00 per share was insufficient, and recommended that, as a next step, Itron senior management meet with Silver Spring senior management and Evercore to discuss potential synergies that could be achieved in a business combination transaction between Itron and Silver Spring.

On June 19, 2017, Silver Spring and Party J entered into a confidentiality agreement, which did not include a standstill provision, because Party J would not enter into a confidentiality agreement that included a standstill provision, and Silver Spring senior management, after discussion with representatives of Fenwick, determined that the benefit of including Party J in the potential sale process outweighed the risk that Party J would propose a transaction directly to Silver Spring’s stockholders. The confidentiality agreement with Party J did not include an exclusivity provision.

On June 22, 2017, the Strategy Committee held a meeting, with Silver Spring senior management present, during which the Committee discussed the current status of the market check and strategy with respect to negotiations with Itron.

On June 26, 2017, members of Silver Spring senior management met with members of Itron senior management to discuss potential synergies that could be achieved in a business combination of Itron and Silver Spring. Over the next several days, representatives of Evercore provided additional financial information of Silver Spring to representatives of Itron.

On June 28, 2017, Silver Spring senior management and representatives of Evercore held a meeting with representatives of Itron to discuss additional due diligence questions that had been provided to Silver Spring by representatives of Itron.

On June 29, 2017, members of Silver Spring senior management held a meeting with representatives of Party J to provide an overview of, and answer questions regarding, Silver Spring’s business. During the meeting, Silver Spring senior management provided Party J with a summary of the management case forecasts through December 31, 2020.

On June 30, 2017, Mr. Mezey contacted Mr. Van Camp to further discuss Itron’s May 26 proposal. Mr. Mezey indicated that while the discussion of potential synergies on June 26, 2017 had been helpful in validating Itron’s current view of the value of Silver Spring, it did not materially change Itron’s view on valuation.

On July 2, 2017, the Strategy Committee held a meeting, with Silver Spring senior management and representatives of each of Evercore and Fenwick present. During the meeting, the representatives of Evercore provided an update on its market check activities, particularly with respect to Itron, Party C and Party J. Mr. Bell discussed the recent meetings and discussions between Silver Spring senior management and Itron senior management. The Committee members, Mr. Bell and the representatives of Evercore then discussed next steps with respect to responding to Itron’s May 26 proposal. The Committee members and representatives of Evercore discussed the objectives of increasing Itron’s bid to the highest price possible and keeping Itron engaged with a reasonable counterproposal, while not agreeing to Itron’s request for exclusivity and allowing Silver Spring to complete its market check process. The Committee members agreed to recommend to the board that a counterproposal of $18.00 per share would be delivered to Itron, along with information regarding Silver Spring’s preliminary financial results for the quarterly period ended June 30, 2017. After representatives of Evercore departed the meeting, the Committee members, Silver Spring senior management and a representative of Fenwick discussed Evercore’s engagement letter, and the engagement of Evercore as Silver Spring’s financial advisor. The Committee members agreed to recommend to the board that Silver Spring engage Evercore as its financial advisor.

Later on July 2, 2017, the Silver Spring board held a meeting, with Silver Spring senior management and representatives of each of Evercore and Fenwick present. During the meeting, Mr. Van Camp and a representative of Evercore provided an update on the meetings and conversations with representatives of Itron and the market check process. Mr. Van Camp and a representative of Evercore then discussed the Strategy Committee’s recommendation regarding a counterproposal to Itron, at a price of $18.00 per share, which would be delivered with information regarding Silver Spring’s preliminary financial results for the quarterly period ended June 30, 2017. After discussion, the Silver Spring board authorized Evercore to present the counterproposal as discussed. Following the dismissal of representatives of Evercore from the meeting, the board, with a member of senior management and a representative of Fenwick present, discussed the proposed engagement letter with Evercore. After discussion, the board unanimously approved the engagement of Evercore as Silver Spring’s financial advisor. Later that same day, Silver Spring entered into the engagement letter with Evercore.

On July 6, 2017, a representative of Evercore, on behalf of the Silver Spring board, communicated the $18.00 per share counterproposal to representatives of Centerview. That same day, a representative of Evercore delivered to a representative of Itron information regarding Silver Spring’s preliminary financial results for the quarterly period ended June 30, 2017, and proposed a call between Silver Spring senior management and Itron senior management to discuss such information.

On July 10, 2017, Party C submitted a non-binding proposal to acquire all of Silver Spring’s outstanding common stock at a price of $15.00 per share in cash on a fully diluted basis. Party C’s proposal was subject to the satisfactory completion of its due diligence, but did not include any request that Silver Spring enter into an exclusivity agreement with Party C.

On July 11, 2017, members of Silver Spring senior management and representatives of Evercore held a meeting with representatives of Itron to discuss Silver Spring’s preliminary financial results for the quarterly period ended June 30, 2017.

On July 12, 2017, the Strategy Committee held a meeting, with Silver Spring senior management and representatives of each of Evercore and Fenwick present. During the meeting, the Committee members and representatives of Evercore discussed Party C’s proposal and negotiation tactics with respect to Itron and Party C. A representative of Evercore provided an update on discussions with Party I and Party J, and Mr. Bell discussed the possibility of arranging a meeting with the CEO of Party J. The Committee members, senior management and representatives of Evercore then discussed the relative benefits of reaching out to additional parties who were not part of Evercore’s initial market outreach efforts.

That same day, members of Silver Spring senior management held a meeting with representatives of Party I to provide an overview of, and answer questions regarding, Silver Spring’s business. During the meeting, Silver Spring senior management provided Party I a summary of the management case forecasts through December 31, 2020. Later that same day, representatives of Evercore delivered additional information and a letter to Party I, which letter requested that Party I return an initial non-binding indication of interest describing terms for a potential acquisition of Silver Spring by July 20, 2017.

Also on July 12, 2017, a representative of Evercore contacted a representative of Party C to discuss Party C’s proposal, during which the representative of Evercore, at the direction of the Strategy Committee, indicated that Party’s C’s proposal of $15.00 per share was insufficient.

On July 14, 2017, Mr. Mezey contacted Mr. Van Camp to inquire whether the parties could reach an agreement on price if Itron modestly improved its previous offer of $15.00 per share. Mr. Mezey indicated that Itron was still at $15.00 per share, but that Mr. Mezey believed that he could obtain support from Itron’s board of directors to increase the proposed price slightly. In response, Mr. Van Camp stated that Silver Spring had another offer from another potential acquirer and that Itron’s May 26 proposal of $15.00 per share was insufficient. Mr. Van Camp reminded Mr. Mezey of Silver Spring’s counterproposal of $18.00 per share, and stated that Itron would need to make its best effort in responding to Silver Spring’s counterproposal.

On July 15, 2017, the Strategy Committee held a meeting, with Silver Spring senior management and representatives of each of Evercore and Fenwick present, during which the Committee and its advisors discussed the call between Mr. Mezey and Mr. Van Camp the previous day. Also during the meeting, a representative of Evercore provided an update on recent discussions with Party C, Party I and Party J, including a proposed meeting between Mr. Bell and the CEO of Party J that was being planned for July 17, 2017. The Committee and its advisors further discussed strategies for negotiations with Itron and Party C.

On July 17, 2017, Mr. Bell and representatives of Evercore met with the CEO of Party J to discuss a potential business combination transaction between Silver Spring and Party J.

On July 18, 2017, Party I indicated that it was not interested in pursuing a business combination with Silver Spring.

July 20, 2016, representatives of Party C contacted representatives of Evercore and stated that Party C was withdrawing from the process because it would likely decrease its offer to a price below $15.00 per share due to the risks that Party C perceived in proceeding with a business combination transaction with Silver Spring, and therefore did not believe that it could remain competitive in the process.

Also on July 20, 2017, representatives of Evercore contacted representatives of Party J to discuss the meeting held on July 17, 2017, among Mr. Bell, representatives of Evercore and the CEO of Party J.

On July 21, 2017, the Strategy Committee held a meeting, with Silver Spring senior management and representatives of each of Evercore and Fenwick present. During the meeting, a representative of Evercore provided an update on discussions with Party C, Itron and Party J, including the meeting between Mr. Bell and the CEO of Party J on July 17, 2017, and the July 20 discussion with the representative of Party C. The Committee members and representatives of Evercore discussed the process for sending a bid process letter to Itron and Party J. After discussion, the Committee instructed Evercore to inform Itron and Party J that proposals should be submitted by August 11, 2017.

Also on July 21, 2017, representatives of Evercore delivered a letter to Itron and Party J, requesting that each of Itron and Party J return, by August 11, 2017, a non-binding indication of interest describing terms for a potential acquisition of Silver Spring. Later that same day, a draft merger agreement, prepared by representatives of Fenwick, which we refer to as the draft merger agreement in this proxy statement, was made available to representatives of each of Itron and Party J.

On July 22, 2017, representatives of Evercore provided representatives of Itron access to a virtual data room containing non-public information of Silver Spring. Between July 22, 2017 and September 17, 2017, Itron continued its due diligence, including reviewing the materials provided in the virtual data room and scheduling and participating in due diligence conference calls and meetings with Silver Spring senior management.

On July 24, 2017, representatives of Evercore provided representatives of Party J access to a virtual data room containing non-public information of Silver Spring.

On July 27, 2017, Mr. Van Camp, on behalf of the Strategy Committee, requested that Evercore contact representatives of a public company (which we refer to as Party K in this proxy statement) that had not previously been contacted in Evercore’s initial outreach, to discuss Party K’s possible interest in a business combination transaction with Silver Spring.

On July 30, 2017, and on August 2, 2017, representatives of Evercore contacted representatives of Party K to discuss Party K’s possible interest in a business combination transaction with Silver Spring.

On August 11, 2017, Itron submitted a third revised non-binding proposal to acquire all of Silver Spring’s outstanding common stock at a price of $15.00 per share in cash on a fully diluted basis, which proposal also requested that Silver Spring enter into a 14-day exclusivity period. In addition to the proposal letter, Itron delivered an executed commitment letter from Wells Fargo for debt financing of up to $1.1 billion in connection with Itron’s proposed acquisition of Silver Spring. That same day, representatives of Itron provided representatives of Silver Spring with Itron’s proposed revisions to the draft merger agreement, which included a termination fee in the amount of 3.85% of the aggregate merger consideration, and a requirement that certain stockholders of Silver Spring enter into a voting agreement. Party J did not return a non-binding indication of interest for a potential acquisition of Silver Spring.

On August 12, 2017, the Silver Spring board held a special meeting, with Silver Spring senior management and representatives of each of Evercore and Fenwick present. During the meeting, the Silver Spring board discussed Itron’s August 11 proposal of $15.00 per share, and Itron’s proposed changes to the draft merger agreement. In an executive session of the board, with a member of senior management and a representative of Fenwick present, the members of the board then discussed their views of the value of Silver Spring, including in the event that Silver Spring were to remain as a standalone company, and instructed senior management to prepare a presentation as to the strategy to achieve growth in its core business and expand into new markets and/or solutions (including relative to Silver Spring’s IoT business), and the related operational risks, including the potential failure to close projected deals and the potential failure of Silver Spring’s IoT business to grow as rapidly as anticipated. The board then discussed Itron’s proposed changes to the draft merger agreement with a member of senior management and a representative of Fenwick. During a session of the independent members of the Silver Spring board, Mr. Van Camp provided an overview of the market check process that had been conducted to date, including recent interest in a potential transaction expressed by Party K, and presented what he considered to be the three viable alternatives for Silver Spring, which were to continue with a potential business combination transaction, to remain as a standalone company and execute on its current strategy, or to remain as a standalone company and re-examine Silver Spring’s current strategy. The independent members then discussed the viability and advisability of each of these alternatives.

Later on August 12, 2017, Silver Spring entered into a confidentiality agreement with Party K, which included a standstill provision similar to the standstill provision in the confidentiality agreement with Itron. The confidentiality agreement with Party K did not include any exclusivity provision.

On August 15, 2017, members of Silver Spring senior management held a meeting with representatives of Party K to provide an overview of, and answer questions regarding, Silver Spring’s business. During the meeting, Silver Spring senior management provided Party K with a summary of the management case forecasts through December 31, 2020.

Later on August 15, 2017, the Strategy Committee held a meeting, with Silver Spring senior management and representatives of each of Evercore and Fenwick present, during which the Committee members, senior management and representatives of each of Evercore and Fenwick discussed negotiation tactics with regard to Itron’s August 11 proposal, the recent discussions with Party K and the lack of response from Party J. After discussion, the Committee agreed that a counterproposal of $16.75 per share would be made in response to Itron’s August 11 proposal, along with a revised draft merger agreement. The Committee members instructed Evercore to communicate such counterproposal to representatives of Centerview.

On August 16, 2017, a representative of Evercore communicated Silver Spring’s counterproposal of $16.75 per share to a representative of Centerview. Later that same day, a representative of Fenwick provided representatives of Jones Day with Silver Spring’s proposed revisions to the draft merger agreement.

On August 17, 2017, representatives of a private equity firm (which we refer to as Party L in this proxy statement) that was not previously contacted by Evercore, contacted representatives of Evercore regarding Party L’s potential interest in a business combination transaction with Silver Spring. That same day, Silver Spring senior management requested that Evercore contact representatives of Party L to discuss Party L’s potential interest in a business combination transaction with Silver Spring.

On August 18, 2017, Party K indicated that it was not interested in pursuing a business combination transaction with Silver Spring.

Later that same day, representatives of Evercore contacted representatives of Party L to discuss Party L’s potential interest in a business combination transaction with Silver Spring.

On August 19, 2017, the Silver Spring board held a special meeting, with Silver Spring senior management and representatives of each of Evercore and Fenwick present. During the meeting, Mr. Bell made a presentation to the board regarding Silver Spring’s standalone strategic goals for the next 36 months, including an objective to optimize operational and financial performance and its competitive position through international expansion, new solutions, IoT growth and gross margin improvements. The board discussed operational and timing risks associated with this strategy. Following this discussion, representatives of Evercore provided an update on recent discussions with Party J, Party K and Party L. The board and its advisors then discussed strategy and next steps with respect to negotiations with Itron. In an executive session, with a member of senior management and representatives of Fenwick present, a representative of Fenwick reviewed for the board its fiduciary duties in connection with a potential sale of Silver Spring.

On August 21, 2017, the Strategy Committee held a meeting, with Silver Spring senior management and representatives of each of Evercore and Fenwick present, during which meeting the Committee and its advisors discussed likely next steps and strategies following the anticipated receipt of a response from Itron to Silver Spring’s August 16 counterproposal. The Committee also discussed the status of other potential bidders in the process as well as Silver Spring senior management’s strategy presentation on August 19, Silver Spring’s 2017 guidance (which had been made publicly available at the time that Silver Spring publicly announced its financial results for the quarterly period ended June 30, 2017) and Silver Spring’s internal financial plan.

Also on August 21, 2017, a representative of Centerview communicated to representatives of Evercore that Itron was increasing its offer to $15.50 per share.

Later on August 21, 2017, representatives of Jones Day provided representatives of Fenwick with Itron’s proposed revisions to the draft merger agreement.

On August 22, 2017, the Strategy Committee held a meeting, with Silver Spring senior management and representatives of each of Evercore and Fenwick present, during which the Committee and its advisors discussed the increase in Itron’s offer to $15.50 per share, strategies and next steps. The Committee determined that Silver Spring should make a counterproposal at a price of $16.50 per share and with respect to certain key terms of the merger agreement, and instructed Evercore to communicate such counterproposal to Centerview. Later that same day, a representative of Evercore communicated to a representative of Centerview Silver Spring’s counterproposal of $16.50 per share and response regarding certain key terms of the merger agreement.

On August 23, 2017, Silver Spring entered into a confidentiality agreement with Party L, which included a standstill provision similar to the standstill provision included in the confidentiality agreement with Itron. The confidentiality agreement with Party L did not include an exclusivity provision.

On August 24, 2017, Mr. Mezey contacted Mr. Van Camp and communicated that Itron had increased its offer to $16.00 per share, and that Itron was prepared to move quickly to complete a transaction. Mr. Mezey also requested that Silver Spring enter into an exclusivity agreement with Itron to continue negotiating the transaction. In response, Mr. Van Camp stated that Itron would need to improve its bid to $16.50 per share in order for Silver Spring to agree to exclusivity.

Also on August 24, 2017, a representative of Centerview communicated to representatives of Evercore that Itron had increased its offer to $16.00 per share.

Later on August 24, 2017, the Silver Spring board held a meeting, with Silver Spring senior management and representatives of each of Evercore and Fenwick present. During the meeting, the Silver Spring board and its advisors discussed Itron’s most recent offer of $16.00 per share, including Itron’s request for exclusivity. The board also discussed the risks associated with Itron obtaining financing for the transaction and other deal terms that related to deal certainty. Also during the meeting, Silver Spring senior management presented a strategy for Silver Spring to achieve growth in its core business and expand into new markets and/or solutions if a business combination transaction involving Silver Spring was not consummated. The Silver Spring board and its advisors then discussed the relative benefits and risks of Silver Spring remaining as a standalone company (including related timing and operational risks, and the risk that material results in the IoT business would not develop as rapidly as anticipated). After discussion, a representative of Evercore provided an update on the status of discussions with Party C, Party J and Party L. During the meeting, a representative of Fenwick reviewed for the board its fiduciary duties in connection with a potential sale of Silver Spring. Later that same day, at the direction of the Silver Spring board, a representative of Evercore contacted a representative of Centerview to reiterate Silver Spring’s previous counterproposal of $16.50 per share.

On August 25, 2017, representatives of Jones Day and representatives of Fenwick discussed the remaining open issues in the draft merger agreement, including the regulatory efforts standard and the termination fee.

On August 26, 2017, representatives of Evercore held a meeting with representatives of Centerview, during which the parties discussed the remaining open issues in the draft merger agreement and open diligence issues. Representatives of Centerview also indicated that if Itron were to revise its previous proposal of $16.00 per share, any revision would be Itron’s best and final offer.

On August 28, 2017, a representative of Centerview communicated to representatives of Evercore that Itron had increased its bid to $16.25 per share, and reiterated that this was Itron’s best and final offer.

On August 29, 2017, the Strategy Committee held a meeting, with Silver Spring senior management and representatives of each of Evercore and Fenwick present, during which the Committee and its advisors discussed Itron’s increase of its bid to $16.25 per share, negotiation tactics and next steps with respect to Itron, including delivering a revised draft of the proposed merger agreement to Itron, and the status of discussions with Party C, Party J and Party L.

On August 29, 2017, representatives of Fenwick provided representatives of Jones Day with Silver Spring’s proposed revisions to the draft merger agreement.

On August 30, 2017, Mr. Bell contacted a representative of Party J to inquire as to Party J’s interest in continuing to pursue a possible business combination transaction with Silver Spring. The representative of Party J indicated that it was not likely that Party J would pursue a possible business combination transaction with Silver Spring.

On September 1, 2017, members of Silver Spring senior management held a meeting with representatives of Party L, which meeting included a representative of an affiliate of Party L, to provide an overview of, and answer questions regarding, Silver Spring’s business. During the meeting, Silver Spring senior management provided Party L with a summary of the management case forecasts through December 31, 2020.

Later on September 1, 2017, representatives of Jones Day met with representatives of Fenwick to attempt to resolve the remaining issues on the draft merger agreement. Following such meeting, Fenwick and Jones Day advised their respective clients as to the ongoing discussions concerning unresolved key issues.

On September 6, 2017, members of Silver Spring senior management held a meeting with representatives of Itron to discuss, among other things, Itron’s proposed timing to complete its due diligence and finalize the merger agreement.

Also on September 6, 2017, Mr. Bell contacted a representative of Party C to discuss an additional meeting to be held between Silver Spring senior management and Party C senior management to discuss a potential transaction with Silver Spring.

On September 7, 2017, a representative of Party L communicated to a representative of Evercore that, while a stock merger between Silver Spring and a portfolio company of Party L (which might not imply a premium for Silver Spring) might be worth discussing from Party L’s viewpoint, Party L did not believe it would be competitive in a process that contemplated an all-cash transaction with a premium, and therefore was not interested in pursuing a business combination transaction with Silver Spring.

On September 8, 2017, a representative of Jones Day provided representatives of Fenwick with Itron’s proposed revisions to the draft merger agreement and a draft form of voting agreement.

Later on September 8, 2017, the Strategy Committee held a meeting, with Silver Spring senior management and representatives of each of Evercore and Fenwick present. During the meeting, the Committee and its advisors discussed the status of negotiations with Itron, including its continued bid of $16.25 and the fact that Itron had continued to ask for exclusivity, and the status of discussions with Party C, Party J, and Party L. The Committee members also discussed a proposed meeting with an additional public company (which we refer to as Party M in this proxy statement), to discuss a potential business combination transaction with Silver Spring.

Between September 8, 2017 and September 16, 2017, representatives of Jones Day and Fenwick continued to negotiate the terms of the draft merger agreement and the voting agreement.

On September 10, 2017, a public company (which we refer to as Party N in this proxy statement) that was not previously contacted by Evercore contacted representatives of Evercore regarding a potential business combination with Silver Spring.

Between September 12, 2017 and September 13, 2017, representatives of Silver Spring senior management contacted each of Party M and Party N regarding a potential business combination transaction with Silver Spring.

On September 13, 2017, members of Silver Spring senior management met with representatives of Party M regarding a potential business combination transaction with Silver Spring. That same day, Party N indicated that it was not interested in pursuing a business combination transaction with Silver Spring in a timeframe that would enable it to be competitive with other potential buyers.

On September 14, 2017, Silver Spring entered into a confidentiality agreement with Party M, which did not include a standstill provision. Silver Spring did not request a standstill provision in the confidentiality agreement with Party M because the potential delays associated with negotiating a confidentiality agreement that included such provision with Party M might preclude having discussions between Party M and Silver Spring senior management on the timeline that Party M proposed. The confidentiality agreement with Party M did not include an exclusivity period.

Later on September 14, 2017, the Strategy Committee held a meeting, with Silver Spring senior management and representatives of each of Evercore and Fenwick present. During the meeting, the Committee discussed a proposed meeting with Party C that was scheduled for the morning of September 18, 2017, and Itron’s proposal that the parties would sign the draft merger agreement on September 17, 2017, and announce the transaction the following morning. The Committee and the representatives of each of Evercore and Fenwick discussed the possibility of delaying the final approval of the transaction with Itron until after the meeting scheduled with Party C. During the discussions, representatives of Evercore and Fenwick described the potential risks related to such a delay, including the risk that Itron would withdraw its offer, and the likelihood that Party C would make a topping bid after public announcement of Silver Spring signing the merger agreement with Itron, given Party C’s earlier decision not to pursue a transaction with Silver Spring. The Committee determined that Mr. Van Camp should propose to Mr. Mezey that the signing of the merger agreement be delayed by 24 hours, thereby enabling Mr. Bell and others to meet with representatives of Party C on September 18, 2017.

On September 15, 2017, Mr. Van Camp communicated to Mr. Mezey Silver Spring’s proposal that the signing of the merger agreement be delayed by 24 hours. In response, Mr. Mezey stated that Itron would withdraw from the process if there were any delay in signing the merger agreement after September 17, 2017. Thereafter, Mr. Van Camp stated that Silver Spring would withdraw its request to delay the signing of the merger agreement.

Also on September 15, 2017, Party M indicated that it was not interested in pursuing a business combination transaction with Silver Spring.

On September 16, 2017, Mr. Bell contacted a representative of Party C, and provided the representative with additional information pertaining to Silver Spring’s recent and potential financial performance, and Silver Spring’s strategic fit with Party C.

On September 17, 2017, each of Mr. Bell and Warren Weiss, a member of the Silver Spring board, contacted a representative of Party C to discuss a potential business combination transaction with Silver Spring.

Later on September 17, 2017, the Silver Spring board met for the purpose of reviewing the final terms of the proposed merger agreement. Prior to the meeting, the final form of the proposed merger agreement and the voting agreement had been circulated to the board. At the beginning of the meeting, Mr. Weiss and Mr. Bell provided an update to the board on their discussions with a representative of Party C. Representatives of Fenwick then reviewed the negotiated resolution of the remaining issues in the merger agreement and voting agreement, and again reviewed the Board’s fiduciary duties. Representatives of Evercore reviewed Evercore’s financial analysis of the proposed merger. Following this presentation, Evercore rendered an oral opinion to the Silver Spring board, subsequently confirmed in its written opinion dated September 17, 2017, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth therein, the merger consideration was fair, from a financial point of view, to the holders of the shares of Silver Spring common stock entitled to receive such merger consideration. Following discussion, the Silver Spring board unanimously (1) approved the merger agreement and the transactions contemplated by the merger agreement, upon the terms and subject to the conditions set forth in the merger agreement, (2) authorized management to submit the merger agreement to the Silver Spring stockholders for adoption at the Silver Spring stockholder meeting and (3) recommended that Silver Spring’s stockholders adopt the merger agreement and approve the transactions contemplated by the merger agreement.

Later on September 17, 2017, the parties executed the merger agreement.

On September 18, 2017, prior to the opening of the financial markets that day, the parties issued a joint press release publicly announcing entry into the merger agreement.

Reasons for the Merger

In evaluating the merger and the merger agreement, the Silver Spring board consulted with Silver Spring senior management as well as Silver Spring’s legal and financial advisors. In determining to approve the merger agreement and the merger and recommend that Silver Spring stockholders vote their shares of Silver Spring common stock in favor of the proposal to approve the merger agreement, the merger and the principal terms thereof, the Silver Spring board considered a number of factors in favor of the merger, including the following (but they did not assign any weighting to these factors as to their relative importance):

In addition, the Silver Spring board considered a number of uncertainties, risks and other factors weighing against the merger in its deliberations, including the following (not necessarily in order of relative importance):

During its consideration of the merger, the Silver Spring board also was aware of the fact that some of Silver Spring’s directors and executive officers have interests in the merger that differ from or are in addition to their interests as those of Silver Spring stockholders generally, which interests are described in the section entitled “ —Interests of Silver Spring’s Directors and Executive Officers in the Merger” beginning on page 58 of this proxy statement.

The foregoing description of the information and factors considered by the Silver Spring board is not meant to be an exhaustive but is believed to address the material information and factors considered. In view of the wide variety of factors considered by the Silver Spring board, it did not consider it practicable to, nor did it attempt to, quantify or to give relative weights to the various factors in reaching its determinations and recommendation. Moreover, in considering the factors discussed above, each individual director applied his or her own personal business judgment to the process and may have given different weights to different factors. The Silver Spring

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 Silver Spring board based its recommendation on the totality of the information presented.

Recommendation of the Silver Spring Board of Directors

The Silver Spring board, after considering all factors that the Silver Spring board deemed relevant, and after consultation with independent legal and financial advisors, unanimously (i) determined that the merger agreement and the merger are fair to, and in the best interests of, Silver Spring and its stockholders, upon the terms and subject to the conditions set forth in the merger agreement, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, upon the terms and subject to the conditions set forth in the merger agreement, and (iii) resolved to recommend that Silver Spring stockholders approve the merger agreement, the merger and the principal terms thereof. Certain factors considered by the Silver Spring board in reaching these decisions can be found in the section entitled “ —Reasons for the Merger ” beginning on page 42 of this proxy statement.

The Silver Spring board unanimously recommends that Silver Spring stockholders vote “FOR” the approval of the merger agreement and the merger.

Opinion of Silver Spring’s Financial Advisor

Silver Spring retained Evercore to act as its financial advisor in connection with evaluating strategic and financial alternatives, including the merger. As part of this engagement, Silver Spring requested that Evercore evaluate the fairness, from a financial point of view, of the merger consideration to be received by the holders of Silver Spring common stock entitled to receive such merger consideration. At a meeting of the Silver Spring board of directors held on September 17, 2017, Evercore rendered its oral opinion to the Silver Spring board of directors, which opinion was subsequently confirmed by delivery of a written opinion dated September 17, 2017, that, as of the date thereof, and based upon and subject to the factors, procedures, assumptions, qualifications, limitations and other matters set forth in its written opinion, the merger consideration to be received by the holders of Silver Spring common stock entitled to receive such merger consideration was fair, from a financial point of view, to such holders of Silver Spring common stock.

The full text of Evercore’s written opinion, dated September 17, 2017, which sets forth, among other things, the factors considered, procedures followed, assumptions made and qualifications and limitations on the scope of review undertaken by Evercore in rendering its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference in its entirety. Silver Spring urges you to read the opinion carefully and in its entirety. Evercore’s opinion was addressed to, and for the information and benefit of, the Silver Spring board of directors in connection with its evaluation of the merger. Evercore’s opinion did not address the relative merits of the merger as compared to other business or financial strategies that might be available to Silver Spring, nor did it address the underlying business decision of Silver Spring to engage in the merger. Evercore’s opinion did not constitute a recommendation to the Silver Spring board of directors or to any other persons in respect of the merger, including as to how any holder of shares of Silver Spring common stock should vote or act with respect to the merger. The summary of Evercore’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion attached as Annex B to this proxy statement. Evercore has consented to the inclusion of its opinion as Annex B to this proxy statement.

In connection with rendering its opinion, Evercore, among other things:

For purposes of its analysis and opinion, Evercore assumed and relied upon, without undertaking any independent verification of, the accuracy and completeness of all of the information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, and Evercore assumed no liability therefor. Evercore assumed that the management case forecasts were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of Silver Spring management as to the future financial performance of Silver Spring under the alternative business assumptions reflected therein. Evercore expressed no view as to any projected financial data relating to Silver Spring or the assumptions on which they are based.

For purposes of rendering its opinion, Evercore assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the merger agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the merger agreement and that all conditions to the consummation of the merger would be satisfied without material waiver or modification thereof. Evercore further assumed that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the merger would be obtained without any material delay, limitation, restriction or condition that would have an adverse effect on the consummation of the merger or materially reduce the benefits to the holders of Silver Spring common stock of the merger.

Evercore did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities of Silver Spring, nor was Evercore furnished with any such appraisals, nor did Evercore evaluate the solvency or fair value of Silver Spring under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to Evercore as of the date thereof and financial, economic, market and other conditions as they existed and as could be evaluated on the date thereof. It was understood that developments subsequent to Evercore’s opinion could affect its opinion and that Evercore did not and does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the holders of Silver Spring common stock, from a financial point of view, of the merger consideration. Evercore did not express any view on, and its opinion did not address, the fairness of the proposed transaction to, or any consideration received in connection therewith by, the holders of any other securities, creditors or other constituencies of Silver Spring, nor as to the fairness of the amount or nature of any compensation (other than the merger consideration in respect of Silver Spring common stock) to be paid or payable to any of the officers, directors or employees of Silver Spring, or any class of such persons, whether relative to the merger consideration or otherwise. Evercore assumed that any modification to the structure of the transaction would not vary in any respect material to its analysis. Evercore’s opinion did not address the relative merits of the merger as compared to other business or financial strategies that might be available to Silver Spring, nor did it address the underlying business decision of Silver Spring to engage in the merger. Evercore’s opinion did not constitute a recommendation to the Silver Spring board of directors or to any other persons in respect of the merger, including as to how any holder of shares of Silver Spring common stock should vote or act in respect of the merger. Evercore is not a legal, regulatory, accounting or tax expert and has assumed the accuracy and completeness of assessments by Silver Spring and its advisors with respect to legal, regulatory, accounting and tax matters.

Summary of Material Financial Analyses

The following is a brief summary of the material financial analyses that Evercore reviewed with the Silver Spring board of directors on September 17, 2017, in connection with rendering Evercore’s opinion. The following summary does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore or the Silver Spring board of directors. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before September 15, 2017 (the last trading date prior to the rendering of Evercore’s opinion) and is not necessarily indicative of current market conditions.

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to summary description.

In arriving at its opinion, Evercore did not draw, in isolation, conclusions from or with regard to any factor or analysis considered by it. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses. Considering selected portions of the analyses and reviews in the summary set forth below, without considering the analyses and reviews as a whole, could create an incomplete or misleading view of the analyses and reviews underlying Evercore’s opinion.

For purposes of its analyses and reviews, Evercore considered industry performance, general business, economic, market and financial conditions, and other matters, many of which are beyond the control of Silver Spring. No company, business or transaction used in Evercore’s analyses and reviews as a comparison is identical to Silver Spring, the merger or the merger consideration, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions used in Evercore’s analyses and reviews. The estimates contained in Evercore’s analyses and reviews, and the ranges of valuations resulting from any particular analysis or review, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore’s analyses and reviews are inherently subject to substantial uncertainty.

The following summary of material financial analyses includes information presented in tabular format. These tables must be read together with the full text of each summary in order to understand fully the summary of material financial analyses performed by Evercore. The tables are not intended to stand alone and alone do not constitute a complete description of the material financial analyses performed by Evercore. Considering the tables below without considering the full narrative description of the material financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of Evercore’s financial analyses.

In performing the financial analyses summarized below, Evercore utilized and relied upon the management case forecasts and the street case forecasts. In performing the financial analyses based on the management case forecasts, Evercore relied upon projected financial data prepared and furnished to Evercore by Silver Spring’s management, as described in the section entitled “Certain Prospective Financial Information Reviewed by the Silver Spring Board of Directors and Silver Spring’s Financial Advisor”. In performing the financial analyses based on the street case forecasts, Evercore relied on an average of Wall Street broker estimates through the fiscal year ended December 31, 2018, and, at the direction of Silver Spring’s management, extrapolated mathematical projections based on those estimates for the fiscal years ended December 31, 2019 through December 31, 2021, as described in the section entitled “ Certain Prospective Financial Information Reviewed by the Silver Spring Board of Directors and Silver Spring’s Financial Advisor .”

Discounted Cash Flow Analysis

As part of its analysis, Evercore performed a discounted cash flow analysis of Silver Spring. This is a method used to estimate the implied present value of an asset by calculating the present value of the estimated future unlevered free cash flows to be generated by that asset. The present value of those future unlevered free cash

flows is then obtained by discounting those future unlevered free cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital and other appropriate factors. The “unlevered free cash flow” refers to a calculation of the future cash flows generated by an asset without including in such calculation any debt servicing costs. Specifically, unlevered free cash flow for this purpose represents earnings before interest and taxes, or EBIT, less income tax expense, capital expenditures, increases in net working capital and certain other cash expenses, as applicable, plus depreciation and amortization.

Evercore’s discounted cash flow analysis was intended to estimate the implied present value, as of June 30, 2017, of (1) the future unlevered free cash flow that Silver Spring would generate during the period from July 1, 2017, through December 31, 2021, plus (2) the estimated terminal value of Silver Spring as of December 31, 2021, using both the perpetuity growth methodology and the terminal value methodology. Evercore performed its discounted cash flow analysis for Silver Spring on a standalone basis and assumed the mid-year cash flow discounting convention. Evercore’s discounted cash flow analyses include value attributable to the pre-tax value of certain tax attributes of $177 million outstanding as of December 31, 2016, which we refer to collectively as the “tax attributes,” including $165 million attributable to net operating losses and $12 million attributable to the research tax credit. Evercore incorporated the present value of the savings generated from the use of the tax attributes into its discounted cash flow analysis assuming no change of control Section 382 limitation for Silver Spring’s net operating losses. Evercore conducted its discounted cash flow analysis separately using the management case forecasts and the street case forecasts.

Under the perpetuity growth methodology, Evercore estimated a terminal value for Silver Spring by applying a perpetuity growth rate of 3.0% to 5.0% to the estimated unlevered free cash flow of Silver Spring for the terminal year, which assumed, among other things, projected levels of capital expenditure, changes in net working capital, and depreciation and amortization. The cash flows and terminal value were then discounted to present value using a range of discount rates from 11.5% to 15.5%, based on an estimate of Silver Spring’s weighted average cost of capital. Evercore estimated Silver Spring’s weighted average cost of capital based on application of the capital asset pricing model and its professional judgment given the nature of Silver Spring’s business and its industry. The resulting range of implied enterprise values for Silver Spring was then increased by the amount of Silver Spring’s net cash (calculated as cash and cash equivalents less debt) as of June 30, 2017, and the present value of the savings generated from the use of the tax attributes (based on assumptions provided by Silver Spring’s management), to produce a range of implied equity values for Silver Spring. Under the perpetuity growth methodology for the street case forecasts, Evercore’s discounted cash flow analysis indicated an implied per-share equity value for Silver Spring on a standalone basis of approximately $3.22 to $4.15. Under the perpetuity growth methodology for the management case forecasts, Evercore’s discounted cash flow analysis indicated an implied per-share equity value for Silver Spring on a standalone basis of approximately $4.16 to $6.42.

Under the terminal value multiple methodology, Evercore estimated a terminal value for Silver Spring by applying a multiple range of 8.0x to 14.0x to the projected earnings before interest, tax, depreciation, amortization and stock-based compensation expense, which we refer to as “adjusted EBITDA,” of Silver Spring for the one-year period ended December 31, 2021. Evercore estimated the terminal value multiple based on the financial forecasts included in each of the management case forecasts and the street case forecasts, the trading multiples for the companies included in the selected publicly traded companies analysis described below, and its professional judgment given the nature of Silver Spring and its business and industry. The cash flows and terminal value were then discounted to present value using the same range of discount rates as described above, and converted to implied equity value using the same adjustments as described above. Under the terminal value multiple methodology for the street case forecasts, Evercore’s discounted cash flow analysis indicated an implied per share equity value for Silver Spring on a standalone basis of approximately $6.40 to $10.63. Under the terminal value multiple methodology for the management case forecasts, Evercore’s discounted cash flow analysis indicated an implied per share equity value for Silver Spring on a standalone basis of approximately $8.67 to $15.11.

Evercore compared the results of this analysis to the merger consideration.

Illustrative Present Value of Future Share Price

Evercore performed an illustrative analysis of the implied present value of the future price per share of Silver Spring common stock, which is designed to provide an indication of the present value of a theoretical future

value of a company’s equity as a function of that company’s estimated earnings per share, which we refer to as “EPS,” and its assumed price to future EPS multiple. For this analysis, Evercore used the projected financial data for fiscal years 2017, 2018, 2019 and 2020 included in each of the management case forecasts and the street case forecasts.

In calculating the implied present value of the future price per share of Silver Spring common stock, Evercore first calculated the implied future price per share of Silver Spring common stock by multiplying the estimated fiscal year 2020 EPS by Silver Spring’s assumed price to earnings ratio, which we refer to as “P/E ratio,” of 20.0x for the next 12 months, which we refer to as the “NTM period.” Evercore then discounted the implied total share price back to June 30, 2017, using a discount rate of 13.5%, which reflects an estimate of Silver Spring’s cost of equity. This analysis resulted in an implied present value per share of Silver Spring common stock of $6.67 based on the street case forecasts and $12.34 based on the management case forecasts. Allowing for sensitivity in the assumed P/E ratio for the NTM period ranging between 16.0.x and 24.0x and the cost of equity ranging between 11.5% and 15.5%, this analysis resulted in a range of implied present values per share of Silver Spring common stock of (1) $5.11 to $8.37 based on the street case forecasts and (2) $9.45 to $15.48 based on the management case forecasts.

Precedent Transactions Analysis

Evercore reviewed, to the extent publicly available, financial information relating to 29 precedent transactions involving companies that Evercore considered to be relevant to Silver Spring’s business and industry, which we refer to as the “precedent transactions.” Evercore selected the precedent transactions because they represented transactions of which Evercore was aware that were announced between May 2011 and June 2017 involving companies in the meter and smart grid, networking and IoT verticals. Evercore considered, in its professional judgment and experience, these transactions most relevant to the merger. No company, business or transaction used in this analysis is identical or directly comparable to Silver Spring or the merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the relative values of the selected companies.

The precedent transactions are set forth in the table below:

For each of the precedent transactions, using publicly available information, Evercore reviewed transaction values and calculated the transaction total enterprise value, which we refer to as “transaction TEV,” implied for each target company based on the consideration paid in the precedent transaction as a multiple of the target company’s trailing last 12 months’, which we refer to as “LTM,” revenue (in each case, calculated for the 12-month period prior to the latest available data preceding the date of announcement of such transaction).

Evercore calculated and analyzed the transaction TEV to LTM revenue multiples of the precedent transactions. This analysis indicated the following:

Based on the multiples it derived for the precedent transactions and based on its professional judgment and experience, Evercore applied a transaction TEV to LTM revenue multiple reference range of 1.50x to 3.50x to Silver Spring’s billings for Silver Spring’s LTM period as of June 30, 2017. This analysis implied an equity value range per share of Silver Spring common stock of $9.79 to $19.88. Evercore compared the results of this analysis to the merger consideration.

Although the precedent transactions were used for comparison purposes, none of those transactions is identical or directly comparable to the merger, and none of the target companies in the precedent transactions is identical or directly comparable to Silver Spring. In evaluating the precedent transactions, Evercore made judgments and assumptions with regard to general business, economic, market and financial conditions and other matters, many of which are beyond the control of Silver Spring, such as the impact of competition on the business of Silver Spring and the industry generally, industry growth and the absence of any adverse material change in the financial conditions and prospects of Silver Spring, the industry or in the financial markets in general. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the transaction data of the precedent transactions.

Although none of these companies are directly comparable to Silver Spring, Evercore selected the companies for the peer group trading multiple analysis based on its professional judgment because these companies had operating characteristics, products and services that, for purposes of its analysis, Evercore considered similar to certain of Silver Spring’s operating characteristics, products and services.

For each of the selected companies identified above, Evercore calculated multiples of TEV to estimated revenue for calendar years 2017 and 2018 based on closing stock prices as of September 15, 2017, and financial data that Evercore obtained from filings made with the SEC and consensus estimates based on publicly available equity research analysts’ projections.

The analysis indicated the following with respect to the peer group:

Based upon the information presented in the tables above and the application of Evercore’s professional judgment, Evercore selected a reference multiple range of 1.50x to 2.50x for each of the street case forecasts and the management case forecasts. The range was then applied to Silver Spring’s projected billings for fiscal years 2017 and 2018, as estimated in the street case forecasts and the management case forecasts. Evercore determined an implied equity value per share range of $9.93 per share to $15.14 per share and $10.16 per share to $15.51 per share for fiscal year 2017 based on the street case forecasts and the management case forecasts, respectively. Separately, Evercore determined an implied equity value per share range of $9.21 per share to $14.90 per share and $9.67 per share to $15.70 per share for fiscal year 2018 based on the street case forecasts and the management case forecasts, respectively.

Evercore compared the results of this analysis to the merger consideration.

Premiums Paid Analysis

Using publicly available information, Evercore reviewed 145 technology, media and telecom transactions and announced bids for control of U.S. public targets with an aggregate transaction value between $500 million and $1.5 billion announced through September 15, 2017. Using publicly available information, Evercore calculated the premiums paid as the percentage by which the per share consideration paid in each such transaction exceeded the closing market share prices of the target companies one day, one week and four weeks prior to announcement of each transaction.

Based on the results of this analysis and its professional judgment, Evercore applied a premium range of 20% to 50% to the closing price per share of Silver Spring common stock of $13.00 as of September 15, 2017, which resulted in an implied value range of $15.60 to $19.50 per share.

Evercore compared the results of this analysis to the merger consideration.

Historical Trading Range Analysis

Evercore reviewed, for reference and informational purposes only, historical trading prices of shares of Silver Spring common stock during the 52-week period ended September 15, 2017. Evercore noted that the low and high closing prices during such period ranged from $9.82 to $15.39 per share of Silver Spring common stock, as compared to the merger consideration.

Analyst Price Targets Analysis

Evercore reviewed, for reference and informational purposes only, publicly available share price targets of research analysts’ estimates known to Evercore as of September 15, 2017, noting that the low and high share price targets ranged from $11.00 to $19.00 per share of Silver Spring common stock, as compared to the merger consideration.

General

In connection with the review of the merger by the Silver Spring board of directors, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. In addition, Evercore may have considered various assumptions more or less probable than other assumptions, so that the range of valuations resulting from any particular analysis described above should therefore not be taken to be Evercore’s view of the value of Silver Spring. No company used in the above analyses as a comparison is directly comparable to Silver Spring, and no transaction used is directly comparable to the merger. Further, Evercore’s analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies or transactions used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Silver Spring or its advisors. Rounding may result in total sums set forth in this section not equaling the total of the figures shown.

Evercore prepared these analyses solely for the purpose of providing an opinion to the Silver Spring board of directors as to the fairness of the merger consideration, from a financial point of view, to the holders of Silver

Spring common stock entitled to receive such merger consideration. These analyses do not purport to be appraisals of Silver Spring or to necessarily reflect the prices at which Silver Spring or its securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates. The issuance of the fairness opinion was approved by an opinion committee of Evercore.

Evercore did not recommend any specific amount of consideration to the Silver Spring board of directors or management or that any specific amount of consideration constituted the only appropriate consideration in the transaction for the holders of Silver Spring common stock.

Miscellaneous

Under the terms of Evercore’s engagement, Evercore has provided Silver Spring with financial advisory services and delivered a written fairness opinion to the Silver Spring board of directors in connection with the merger. Pursuant to the terms of its engagement letter, Evercore is entitled to receive (1) an opinion fee of $1.5 million, regardless of the conclusion reached therein, which was earned upon delivery of its fairness opinion and which is fully creditable, to the extent previously paid, against any transaction fee payable and (2) a transaction fee, comprised of a success fee and a discretionary component, currently estimated to total approximately $9.4 million, which Evercore will earn subject to and upon the consummation of the merger. In addition, Silver Spring has agreed to reimburse Evercore for its expenses (including external legal fees, expenses and disbursements) incurred in connection with its engagement and to indemnify Evercore and any of its members, partners, officers, directors, advisors, representatives, employees, agents, affiliates or controlling persons, if any, against certain liabilities and expenses arising out of Evercore’s engagement, any services performed by Evercore in connection therewith or any transaction contemplated thereby.

During the two-year period prior to the date of Evercore’s opinion, no material relationship existed between Evercore and its affiliates and Itron or Silver Spring pursuant to which compensation was received by Evercore or its affiliates as a result of such relationship. Evercore or its affiliates may provide financial or other services to Silver Spring in the future and in connection with any such services, Evercore and its affiliates may receive compensation.

In the ordinary course of business, Evercore or its affiliates may actively trade the securities, or related derivative securities, or financial instruments of Silver Spring, Itron and their respective affiliates for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities or instruments.

The Silver Spring board of directors engaged Evercore to act as its financial advisor based on its qualifications, experience and reputation. Evercore is an internationally recognized investment banking firm and is regularly engaged in the valuation of businesses in connection with mergers and acquisitions, leveraged buyouts, competitive biddings, private placements and valuations for corporate and other purposes.

Certain Prospective Financial Information Reviewed by the Silver Spring Board of Directors and Silver Spring’s Financial Advisor

Management Case Forecasts

Although Silver Spring has publicly issued limited projections concerning various aspects of its expected financial performance, Silver Spring does not make public disclosure of detailed forecasts or projections of its expected financial performance for extended periods because of, among other things, the inherent difficulty of accurately predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may prove incorrect.

In evaluating a possible transaction with Itron, Silver Spring management provided financial forecasts for the fiscal years ending December 31, 2017 through December 31, 2020 to the Silver Spring board of directors, Itron and Evercore prior to the execution of the merger agreement. The Silver Spring board of directors and Evercore were also provided with extrapolations derived from such financial forecasts for the fiscal year ending December 31, 2021 (we refer to such financial forecasts, together with the extrapolations derived therefrom, as the management case forecasts).

Street Case Forecasts

The Silver Spring board of directors and Evercore also reviewed certain financial forecasts created using averages of publicly-available research analysts’ estimates for the fiscal years ending December 31, 2017 and December 31, 2018, and extrapolations derived therefrom, for the fiscal years ending December 31, 2019 through December 31, 2021 (we refer to such financial forecasts, together with the extrapolations derived therefrom, as the street case forecasts). The street case forecasts included extrapolated financial forecasts for the fiscal years ending December 31, 2019 through December 31, 2021 created by projecting trends, with adjustments, observed in the research analysts’ estimates utilized in preparing the financial forecasts used for the fiscal years ending December 31, 2017 and December 31, 2018. The street case forecasts are based solely on the mathematical aggregation of publicly available information prepared by third-party research analysts. The research analysts’ estimates utilized in the street case forecasts: (1) were not prepared with any input from Silver Spring management, (2) do not reflect all potentially relevant information available to Silver Spring management and (3) do not reflect any exercise of judgment by Silver Spring management. As such, the inclusion of the street case forecasts in this proxy statement should not be regarded as an indication that Silver Spring, the Silver Spring board of directors, its advisors, or any other person considered, or now considers, the street case forecasts to be a reliable prediction of actual future results.

Additional Information Concerning the Management Case Forecasts and the Street Case Forecasts

Summaries of the Management Case Forecasts and the Street Case Forecasts (which we refer to collectively as the “financial forecasts”) are included in this proxy statement. You should note that the financial forecasts constitute forward-looking statements. See “ Cautionary Statement Concerning Forward-Looking Information ” on page 23 of this proxy statement. The financial forecasts were not prepared for public disclosure or to influence Silver Spring’s stockholders’ views of the proposed merger. Nonetheless, summaries of the financial forecasts are provided in this proxy statement only because the financial forecasts were made available to the Silver Spring board of directors, Itron and Evercore in evaluating a potential transaction with Itron. There can be no assurance that the financial forecasts will be realized or that actual results will not be significantly higher or lower than projected. The financial forecasts are highly subjective in many respects and cover five years, and such information by its nature is inherently uncertain and becomes subject to greater uncertainty with each successive year. Economic and business environments, as well as foreign exchange rates, can and do change quickly, which adds an additional significant level of uncertainty as to whether the results portrayed in the financial forecasts will be achieved. The inclusion of the financial forecasts in this proxy statement does not constitute an admission or representation by Silver Spring that the information is material.

In addition, the financial forecasts were not prepared with a view toward public disclosure or toward complying with generally accepted accounting principles in the United States, which we refer to as “GAAP,” the published guidelines of the SEC regarding projections and the use of non-GAAP financial measures, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The presentation of this additional information is not meant to be considered in isolation or as a substitute for results prepared in accordance with GAAP. The financial forecasts were prepared using certain non-GAAP financial metrics, such as billings, unlevered free cash flow, non-GAAP gross profit, non-GAAP operating income, adjusted EBITDA and non-GAAP net income. Silver Spring believes that these non-GAAP financial metrics offer valuable supplemental information regarding the performance of Silver Spring’s business, and will help investors better understand the sales volumes and profitability trends, as well as the cash flow characteristics, of Silver Spring’s business. The non-GAAP metrics should not be considered in isolation from, are not a substitute for, and do not purport to be an alternative to, revenue, gross profit, operating income, operating expense, net income or any other performance measure derived in accordance with GAAP. These non-GAAP measures may be different from similarly titled non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Silver Spring believes that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with its results of operations as determined in accordance with GAAP. Neither Silver Spring’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the financial forecasts, nor have they expressed any opinion or any other form of assurance on such information or its achievability.

The financial forecasts were based on numerous variables and assumptions that are inherently uncertain and beyond the control of Silver Spring. Silver Spring believes the assumptions that its management used as a basis

for the management case forecasts were reasonable at the time Silver Spring management prepared the management case forecasts, reflected the best available estimates and judgments at the time, taking into account the relevant information available to Silver Spring management at the time and presented at the time, to the best of Silver Spring management’s knowledge and belief, and represent a reasonable projection of future financial performance of Silver Spring. Silver Spring management did not assess any of the assumptions or estimates utilized by research analysts in preparing the publicly-available research analysts’ estimates upon which the street case forecasts were based. Important factors that may affect actual results and cause the financial forecasts not to be achieved include: (1) general economic conditions, (2) the accuracy of certain accounting assumptions, (3) changes in actual or projected cash flows, (4) competitive pressures and (5) changes in tax laws and (6) other factors described or referenced under “ Cautionary Statement Concerning Forward-Looking Information ” beginning on page 23 of this proxy statement and in the risk factors contained in Silver Spring’s periodic filings with the SEC. Accordingly, there can be no assurance that the financial forecasts will be realized or that future financial results will not materially vary from the financial forecasts, and the financial forecasts should not be relied upon as being indicative of future results. You are cautioned not to rely on this forward-looking information.

The financial forecasts do not take into account the possible financial and other effects on Silver Spring of the merger, and do not attempt to predict or suggest future results of the combined company. The financial forecasts do not give effect to the merger, including the impact of negotiating or executing the merger agreement, the expenses that may be incurred in connection with consummating the merger, whether any synergies are achieved by the combined company as a result of the merger, the effect on Silver Spring of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed, but that were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the financial forecasts do not take into account the effect on Silver Spring of any possible failure of the merger to occur.

For the foregoing reasons, and considering that the special meeting will be held several months after the financial forecasts were prepared, as well as the uncertainties inherent in any forecasting information, readers of this proxy statement are cautioned not to place unwarranted reliance on the financial forecasts set forth below. No one has made or makes any representation to any stockholder regarding the information included in the financial forecasts. Silver Spring urges all Silver Spring stockholders to review its most recent SEC filings for a description of its reported financial results. See “ Where Stockholders Can Find More Information ” beginning on page 111 of this proxy statement.

In addition, the financial forecasts have not been updated or revised to reflect information or results after the date the financial forecasts were prepared or as of the date of this proxy statement, or to reflect financial targets issued by Silver Spring after the date the financial forecasts were prepared, and except as required by applicable securities laws, Silver Spring does not intend to update or otherwise revise the financial forecasts or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error.

The following is a summary of the management case forecasts prepared by Silver Spring management and provided to the Silver Spring board of directors, Itron (other than forecasts of unlevered free cash flow and financial forecasts for the fiscal year ending December 31, 2021) and Evercore prior to the execution of the merger agreement:

The following is a summary of the street case forecasts provided to the Silver Spring board of directors prior to the execution of the merger agreement:

For purposes of the financial forecasts presented herein: (1) Billings represent amounts invoiced for products for which ownership, typically evidenced by title and risk of loss, has transferred or services that have been provided to the customer, and for which payment is expected to be made in accordance with normal payment terms. Billings exclude amounts for undelivered products, services to be performed in the future, and amounts paid or payable to customers, (2) Non-GAAP Gross Profit is the difference between Billings and cost of Billings, (3) Non-GAAP Operating Income is calculated as operating income adjusted for Billings and cost of non-GAAP revenue and excludes expenses related to the amortization of intangible assets, stock-based compensation, acquisition-related, (4) Adjusted EBITDA is calculated as net income adjusted for changes in deferred revenue and deferred cost of revenue, other (income) expense, net, (benefit) provision for income taxes, depreciation and amortization, stock-based compensation, acquisition-related charges, restructuring, legal settlements and certain other items management believes affect the comparability of operating results, (5) Non-GAAP Net Income represents net income adjusted for changes in deferred revenue and deferred cost of revenue, and excludes expenses related to the amortization of intangible assets, stock-based compensation, acquisition-related charges, income tax benefit related to acquisitions, restructuring and legal settlements and (6) Unlevered Free Cash Flow is calculated as earnings before interest and taxes, or EBIT, less income tax expense, capital expenditures, increases in net working capital and certain other cash expenses, as applicable, plus depreciation and amortization. For fiscal year 2017 only, Unlevered Cash Flow is calculated only with respect to the second half of such fiscal year. Calculations of Unlevered Free Cash Flow were prepared by Evercore at the direction of Silver Spring, and were not provided to Itron. In addition, certain of the numbers included in these financial forecasts have been rounded to the nearest million. Accordingly, any numerical discrepancies in the foregoing tables between (i) totals and the sums of the amounts listed or (ii) totals and percentage margin, are, in each case, due to rounding.

Financing of the Merger

On October 3, 2017, Itron entered into the amended commitment letter with the current commitment parties.

The provision of debt financing by the current commitment parties or any other person is not a condition to the closing of the merger.

The financing under the amended commitment letter, which we refer to as the “financing,” provides for (i) senior secured credit facilities in an aggregate principal amount of up to $1,125.0 million, which includes a new $400 million senior secured term loan B facility, and (ii) a senior unsecured bridge loan facility in an aggregate principal amount of up to $350 million if Itron does not issue senior unsecured notes with an aggregate principal amount of at least $350 million on or prior to the consummation of the merger. The financing will be used to refinance Itron’s existing credit facilities, if necessary, and to finance, in part, Itron’s acquisition of Silver Spring.

The obligations of the current commitment parties’ to provide the financing under the amended commitment letter are subject to a number of conditions, including:

Itron and Merger Sub are required under the merger agreement to use their respective reasonable best efforts to obtain the financing on the terms, and subject only to the conditions described in, the amended commitment letter and any related fee letter. In the event that any portion of the financing becomes unavailable on the terms and conditions contemplated in the amended commitment letter, Itron is required to use reasonable best efforts to obtain alternative financing for the amount of financing that is sufficient to fund (i) the aggregate amount payable by Itron or Merger Sub pursuant to the merger agreement, (ii) all associated fees, costs and expenses in connection with the merger, including the financing, (iii) the repayment of all outstanding borrowings and other payment obligations under Itron’s existing credit agreement (if such repayment is necessary) and (iv) the repayment, retirement and redemption in full of all indebtedness of Silver Spring and its subsidiaries (which aggregate amount in items (i)-(iv) we refer to as the “required amount”). As of the last practicable date before the printing of this proxy statement, the amended commitment letter remains in effect, and Itron has not notified Silver Spring of any plans to utilize financing in lieu of the financing described above. The definitive documentation governing the financing contemplated by the amended commitment letter has not been finalized and, accordingly, the actual terms of the financing may differ from those described in this proxy statement.

The commitments under the amended commitment letter will terminate at the earliest to occur of (i) the consummation of the merger, (ii) the termination of the merger agreement in accordance with its terms and (iii) March 17, 2018, which we refer to as the “end date;” provided that if the termination date under the merger agreement is extended pursuant to the terms of the merger agreement, then the end date shall automatically be extended to June 17, 2018. For more information, see the section entitled “ Terms of the Merger Agreement—Financing and Financing Cooperation ” beginning on page 95 of this proxy statement.

Interests of Silver Spring’s Directors and Executive Officers in the Merger

In considering the recommendation of the Silver Spring board of directors that Silver Spring stockholders approve the merger proposal, Silver Spring stockholders should be aware that the directors and executive officers of Silver Spring have certain interests in the merger that may be different from, or in addition to, those of Silver Spring stockholders generally. The Silver Spring board of directors was aware of these interests and considered them, among other matters, in unanimously (i) determining that the merger agreement and the transactions contemplated thereby, including the merger, were fair to, and in the best interests of, Silver Spring and its stockholders, (ii) declaring advisable the merger agreement and the transactions contemplated thereby, including the merger, (iii) approving and authorizing the execution and delivery by Silver Spring of the merger agreement, the performance by Silver Spring of its covenants and agreements contained therein, and the consummation of the merger and the transactions contemplated thereby, (iv) resolving to recommend that Silver Spring stockholders vote in favor of the merger and adopt the merger agreement, all upon the terms and subject to the conditions set forth in the merger agreement, and (v) to the extent permitted by applicable law, electing that any “fair price,” “moratorium,” “control share acquisition,” “business combination,” or other anti-takeover statute or similar statute or regulations of any jurisdiction that purports to be applicable to the merger, Silver Spring, the shares of Silver Spring common stock, or the other transactions contemplated by the merger, shall not be applicable to the merger, Silver Spring, the shares of Silver Spring common stock, or the other transactions contemplated by the merger agreement.

Treatment of Options

Each vested option to purchase shares of Silver Spring common stock that is outstanding as of immediately prior to the effective time of the merger and that has a per share exercise price that is less than the merger consideration will be cancelled at the effective time and converted into the right to receive an amount in cash, less applicable withholding taxes, equal to the product of (i) the aggregate number of shares of Silver Spring common stock subject to such option and (ii) the excess of the merger consideration over the per share exercise price under such option.

Each unvested option to purchase shares of Silver Spring common stock (other than an unvested option held by a non-employee member of the Silver Spring board of directors) that is outstanding as of immediately prior to the

effective time of the merger, has a per share exercise price that is less than the merger consideration and is held by a then-current service provider to Silver Spring, which we refer to as an “assumed option,” will be assumed by Itron at the effective time and converted into and become an option to acquire Itron common stock, which we refer to as an “adjusted option,” on the same material terms and conditions (including vesting) as were applicable under the corresponding assumed option immediately prior to the effective time of the merger, as follows:

Any option to purchase Silver Spring common stock held by a non-employee member of the Silver Spring board of directors that is outstanding immediately prior to the effective time of the merger and that has a per share exercise price that is less than the merger consideration, whether vested or unvested, will be cancelled in exchange for an amount in cash, less applicable withholding taxes, equal to the product of (i) the aggregate number of shares of Silver Spring common stock subject to such option and (ii) the excess of the merger consideration over the per share exercise price under such option.

Each option to purchase shares of Silver Spring common stock, whether vested or unvested, that has a per share exercise price that is equal to or greater than the merger consideration will, immediately prior to the effective time of the merger, become vested and exercisable by the holder thereof, and each such option that remains unexercised and outstanding as of immediately prior to the effective time will be cancelled at the effective time with no payment made therefor.

Treatment of Restricted Stock Units

Each Silver Spring restricted stock unit, which we refer to as an “RSU,” that remains outstanding and is fully vested as of immediately prior to the effective time of the merger will be cancelled at the effective time and automatically converted into the right to receive an amount of cash (less any applicable withholding taxes) equal to the product of (i) the aggregate number of shares of Silver Spring common stock subject to such RSU and (ii) the merger consideration.

Each RSU (other than an unvested RSU held by a non-employee member of the Silver Spring board of directors) that remains outstanding and is unvested as of immediately prior to the effective time of the merger, and that is held by a then-current service provider to Silver Spring (which we refer to as an “assumed RSU,” will be assumed by Itron at the effective time of the merger and will be converted into a restricted stock unit to receive, on substantially the same terms and conditions (including vesting) as were applicable under such assumed RSU immediately prior to the effective time of the merger, a number of shares of Itron common stock equal to the number of shares of Silver Spring common stock that were subject to such assumed RSU multiplied by the exchange ratio and rounded down to the nearest whole share of Itron common stock.

Any RSU held by a non-employee member of the Silver Spring board of directors that is outstanding immediately prior to the effective time of the merger, whether vested or unvested, will be cancelled at the effective time and converted into the right to receive an amount of cash (less any applicable withholding taxes) equal to the product of (i) the aggregate number of shares of Silver Spring common stock subject to such RSU and (ii) the merger consideration.

Treatment of Performance Stock Units; Cancellation and Stay Bonus Agreements

Each PSU that was granted during 2015 and that is outstanding as of immediately prior to the effective time of the merger will be cancelled effective as of immediately prior to the effective time of the merger and will terminate without the payment of any consideration therefor and the holders of such PSUs granted during 2015 will cease to have any rights with respect thereto. In connection with the waiver of vesting and certain provisions

related to the PSUs granted in 2015, we entered into Cancellation and Stay Bonus Agreements with certain of our executive officers. Pursuant to these agreements, each such executive officer waived certain vesting and other provisions relating to PSUs granted in 2015 in consideration for a cash retention award that will be paid if the executive remains continuously employed with Silver Spring through the closing of the merger. If an executive’s employment terminates for any reason prior to the date on which the merger closes, the executive will not be entitled to the cash retention award or the benefit of the waived provisions with respect to such PSUs. For more information, see the section entitled “ Cancellation and Stay Bonus Agreements ; Retention Agreements ” beginning on page 62 of this proxy statement.

For each PSU that was granted in 2017 and that is outstanding as of immediately prior to the effective time of the merger, the performance conditions will be deemed satisfied at 100% of the target level of achievement and (i) the portion of each such PSU that is outstanding and unvested as to service-based vesting conditions will be treated as an assumed RSU and assumed by Itron as described above, and (ii) the portion of each such PSU that is outstanding and vested as to both performance conditions and service-based conditions will be cancelled and automatically converted into the right to receive an amount of cash (less any applicable withholding taxes) equal to the product of (i) the aggregate number of shares of Silver Spring common stock subject to such RSU and (ii) the merger consideration.

Quantification of Outstanding Equity Awards

The following table sets forth, for each of Silver Spring’s directors and executive officers holding options, RSUs or PSUs as of October 27, 2017, the last practicable date prior to filing this proxy statement, (i) the number of vested (and unvested, in the case of non-employee directors) shares underlying options, RSUs and PSUs that will be cancelled in exchange for the right to receive a cash payment at the effective time of the merger, (ii) the number of unvested shares underlying stock options, RSUs and PSUs (to the extent they continue to be subject to service-based vesting) that will be assumed and converted into corresponding options and restricted stock units of Itron at the effective time of the merger and (iii) the estimated values of each based on the value of the merger consideration at $16.25 paid per share of Silver Spring common stock.

The table excludes options held by any of our directors and executive officers to purchase shares of Silver Spring common stock, whether vested or unvested, that have a per share exercise price equal to, or greater than, the merger consideration. As noted above, each such option will become vested and exercisable immediately prior to the merger, and each such option that remains unexercised and outstanding as of immediately prior to the effective time will be cancelled at the effective time with no payment made therefor.

assumed and converted into an option to purchase Itron common stock. The number of shares subject to the assumed option will be (i) the number of shares subject to the corresponding option to purchase shares of Silver Spring common stock, multiplied by (ii) the exchange ratio. The exercise price of the assumed option will be the exercise price of the corresponding unvested option to purchase Silver Spring common stock, divided by (ii) the exchange ratio. For non-employee directors, unvested options will be cancelled at the effective time in exchange for the right to receive a cash amount equal to (A) the aggregate number of shares of Silver Spring common stock subject to each option, multiplied by (B) the excess of $16.25 over the exercise price.

James Burns served as Silver Spring’s Chief Financial Officer for a portion of 2016 and ceased to be employed by Silver Spring in June 2016. Mr. Dresselhuys served as Silver Spring’s Executive Vice President, Global Sales and Development through 2016 and a portion of 2017, and ceased to be employed by Silver Spring in March 2017. Mr. Burns and Mr. Dresselhuys do not hold any equity awards of Silver Spring nor are they entitled to any benefits as part of the merger, other than with respect to any shares of Silver Spring common stock which each may hold. As of Mr. Burns’ last day of employment, he held 31,162 shares of Silver Spring common stock. As of Mr. Dresselhuys’ last day of employment, he held 76,163 shares of Silver Spring common stock.