Atkore (ATKR) Proxy filing summary

Executive summary

• Atkore entered into a definitive agreement to be acquired by Prysmian S.p.A. for $95.00 per share in cash, representing a 30% premium to the prior closing price and an enterprise value of $3.8 billion.

• The transaction is structured as a merger, with Atkore becoming a wholly owned subsidiary of Prysmian upon closing, targeted by year-end 2026, subject to shareholder and regulatory approvals.

• The merger aims to create a leading integrated electrical infrastructure solutions provider in North America, leveraging complementary product portfolios and expanded customer relationships.

• The transaction will be funded by a mix of debt and equity, with Prysmian seeking to maintain its investment grade profile.

• Atkore’s Board unanimously approved the deal and recommends shareholder approval; a proxy statement will be filed with the SEC.

Voting matters and shareholder proposals

• Shareholders will vote on the merger agreement, with approval required from a majority of outstanding shares.

• The Board recommends voting in favor of the merger; proxy materials will be distributed to shareholders.

• If a superior proposal arises, the Board may change its recommendation, subject to notice and matching rights for Prysmian.

Board of directors and corporate governance

• Atkore’s Board and a Strategic Review Committee conducted a comprehensive review before approving the transaction.

• Directors and executive officers may be deemed participants in the proxy solicitation; their interests will be disclosed in the proxy statement.

• Following the merger, Atkore will no longer be listed on the NYSE and will become part of Prysmian.