Atkore (ATKR) Proxy filing summary

Executive summary

• Atkore entered into a definitive Merger Agreement with Prysmian S.p.A., under which Atkore will become a wholly owned subsidiary of Prysmian via a merger with Trinity Merger Sub, Inc.

• Each outstanding share of Atkore common stock will be converted into the right to receive $95.00 in cash, representing a 30% premium to the pre-announcement share price.

• The transaction is subject to approval by a majority of Atkore shareholders, regulatory clearances, and other customary closing conditions.

• If completed, Atkore’s shares will be delisted from the NYSE and deregistered under the Exchange Act.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the Merger Agreement, (2) an advisory vote on compensation for named executive officers in connection with the merger, and (3) adjournment of the special meeting if necessary.

• Approval of the Merger Proposal is required for the merger to proceed; the other proposals are advisory or procedural.

• The board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

• The board conducted a comprehensive strategic review, engaged with multiple potential bidders, and oversaw a competitive process.

• The board received fairness opinions from Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, both concluding the merger consideration is fair from a financial point of view.

• The board considered a range of strategic alternatives and determined the merger is in the best interests of shareholders.