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Executive Summary

Atkore Inc. filed a preliminary proxy statement (PREM14A) for a special meeting to approve its acquisition by Prysmian S.p.A. in an all-cash merger valued at $95.00 per share, representing a ~30% premium to the pre-announcement close. The board unanimously recommends the deal, which is expected to close by year-end 2026, subject to shareholder and regulatory approvals. This is a transformative event that will take Atkore private as a wholly-owned subsidiary of Prysmian, with ATKR shares to be delisted from the NYSE.

Key Financial Metrics

Key Facts

• Atkore stockholders will receive $95.00 per share in cash in the merger with Prysmian S.p.A.
• The $95.00 per share consideration represents a ~30% premium to ATKR's closing price of $72.96 on July 31, 2026, the last trading day before announcement.
• The merger requires approval by holders of a majority of outstanding ATKR shares; failure to vote counts as a vote AGAINST.
• The board unanimously recommends a FOR vote on the merger proposal, compensation proposal, and adjournment proposal.
• Both Citi and J.P. Morgan rendered fairness opinions to the board, concluding the $95.00 per share consideration is fair from a financial point of view.
• The merger is targeted to close by calendar year end 2026, subject to shareholder approval, HSR Act clearance, and approvals in Austria, Australia, and Canada.
• A termination fee of $115,920,000 may be payable by Atkore to Prysmian under certain circumstances if the deal is not completed.
• Atkore's common stock will be delisted from the NYSE and deregistered under the Exchange Act upon completion of the merger.
• Prysmian's obligation to complete the merger is not subject to a financing condition.
• The merger was preceded by a strategic review process initiated in September 2025, including a sale process for the HDPE business and engagement with multiple potential bidders.

Financial Impact

All-cash consideration of $95.00 per share, representing a ~30% premium to the pre-announcement price of $72.96. The total equity value of the transaction is implied by the ~$3.2B market cap at the offer price.

Risk Factors

• Shareholder vote may fail if a sufficient majority does not approve the merger.
• Regulatory approvals in the U.S. (HSR), Austria, Australia, and Canada may be delayed or subject to conditions that could alter deal terms.
• Litigation challenging the merger could delay or prevent closing.
• A competing bid could emerge, though the termination fee and no-shop provisions may deter this.
• Macroeconomic or market disruption could impact the ability to close by year-end.

Market Snapshot

Investment Themes

Documents Analyzed

This report is based on 4 SEC documents filed with EDGAR.

US Market Status