Atkore Inc. Announces Merger Agreement with Prysmian at $95/Share

What Happened
Atkore Inc. announced on Aug. 2, 2026 that it entered into an Agreement and Plan of Merger with Prysmian S.p.A. (Buyer) and Trinity Merger Sub, Inc. Under the Merger, each outstanding share of Atkore common stock will be converted into the right to receive $95.00 in cash. The Atkore board unanimously approved the Merger Agreement and resolved to recommend stockholder approval. A press release and employee materials were made available on Aug. 3, 2026.

Key Details

• Merger consideration: $95.00 per share in cash, no interest.
• Treatment of equity awards: outstanding options converted to cash for their intrinsic value (if exercise price < $95); options with exercise price ≥ $95 cancelled for no consideration. RSUs/PSUs/DSUs converted to cash equal to $95 × underlying shares (PSU payout subject to applicable terms).
• Closing conditions: customary conditions including majority stockholder approval, expiration/clearance under HSR and regulatory approvals (including Austria, Australia, Canada), and absence of legal impediment. Buyer’s obligation subject to absence of a material adverse effect; Merger not subject to a financing condition and Buyer represented it will have funds to close.
• Timeline and termination: End Date of Aug. 3, 2027 (with up to two 3‑month extensions under certain conditions). Company may pay a termination fee of $115,920,000 if it accepts a superior proposal; Buyer has certain termination rights for breaches or a change in board recommendation. Company agreed to limit dividends to regular quarterly dividends no greater than $0.33 per share until closing. Buyer may agree to specified divestitures or remedies to obtain regulatory approvals.

Why It Matters
For Atkore shareholders, the agreement sets a clear cash exit price of $95.00 per share, subject to stockholder approval and regulatory clearances. Employees and holders of Atkore equity awards should expect cash outs under the terms described. The absence of a financing condition and Buyer’s representation of available funds reduce financing risk, but closing still depends on approvals and customary closing conditions. The termination fee and non‑solicit provisions are standard protections that limit the Company’s ability to pursue other offers without significant cost.