Prysmian has agreed to buy Atkore for $95.00 a share in cash, and the same filing cancels tomorrow's earnings call and replaces it with one a bond indenture requires
Atkore filed two current reports on Monday morning, four minutes apart. The second one is the sale of the company.
On 2 August the electrical products manufacturer entered into an agreement to be acquired by Prysmian S.p.A., the Milan-listed cable and connections group, through a Delaware merger subsidiary named Trinity Merger Sub. Each share of Atkore common stock converts into the right to receive $95.00 in cash. The accompanying press release puts the enterprise value at approximately $3.8bn and the premium at roughly 30 percent to Atkore's closing price of $72.96 on 31 July, and roughly 57 percent to its close of $60.69 on 29 September 2025, the last trading day before the company announced a strategic review.
Both boards approved it unanimously. Prysmian's shareholders do not vote.
What the agreement fixes
Equity awards are cashed out at the deal price whether or not they have vested, and any option with a strike at or above $95.00 is cancelled for no consideration. Atkore may keep paying a regular quarterly dividend while the deal is pending, up to $0.33 a share. If the board takes a superior proposal, Atkore pays a termination fee of $115,920,000, and the filing states that the fee is the buyer's sole and exclusive remedy apart from fraud or wilful breach.
Closing requires a majority of Atkore's outstanding shares, expiry of the Hart-Scott-Rodino waiting period, and clearances from other authorities that the filing describes as including Austria, Australia and Canada. That word is doing work: the list is expressly not exhaustive. There is no financing condition, and Prysmian has represented that it will have sufficient funds at closing.
The release targets a close by the end of calendar 2026. The agreement gives itself until 3 August 2027, with two automatic three-month extensions if the only conditions left are regulatory.
The call that still has to happen
Atkore issued third quarter results the same morning, for the quarter ended 26 June. The conference call to discuss them, scheduled for 8:00 a.m. Eastern on Tuesday, is cancelled.
There will be a call on Friday at the same hour. The press release gives the reason: it is required under the terms of the indenture governing the company's Senior Notes due 2031.
Prysmian says it will fund the purchase with a mix of debt, including hybrid bonds, and equity, including a disposal of treasury shares, and that it is aiming to preserve its investment grade profile. Atkore reported $2.9bn of sales in fiscal 2025 and employs 5,400 people. Prysmian reported revenues of about EUR 20bn for 2025.
Citi is lead financial adviser to Atkore, with J.P. Morgan Securities also advising. Debevoise & Plimpton is legal adviser. The merger agreement itself is on the file as Exhibit 2.1.
