Atkore (ATKR) Proxy filing summary

Executive summary

• A special meeting is scheduled for October 7, 2026, for shareholders to vote on a proposed merger with Prysmian S.p.A., where each outstanding share will be converted into $95.00 in cash, representing a 30% premium to the pre-announcement share price and a 57% premium to the price before the strategic review announcement.

• The board unanimously recommends approval of the merger, citing a comprehensive strategic review, competitive bidding process, and fairness opinions from Citi and J.P. Morgan confirming the financial adequacy of the offer.

• The merger is subject to regulatory approvals in the U.S., Austria, Australia, and Canada, and is expected to close by year-end 2026, with Prysmian's obligations not contingent on financing.

• If approved, Atkore will become a wholly owned subsidiary of Prysmian, and its shares will be delisted from the NYSE.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) an advisory vote on executive compensation related to the merger, and (3) potential adjournment of the meeting to solicit more proxies if needed.

• Approval of the merger proposal requires a majority of outstanding shares; failure to vote or instruct a broker will count as a vote against.

• The compensation and adjournment proposals are non-binding and not conditions for closing.

Board of directors and corporate governance

• The board conducted a multi-month strategic review, engaged with 28 potential buyers, and received multiple bids before selecting Prysmian's all-cash offer.

• The board considered the certainty of value, premium to market, and the negotiation process, as well as feedback from significant shareholders.

• The merger agreement allows the board to consider superior proposals and includes a $115.92 million termination fee under certain circumstances.