Atkore Inc.

Current report

The completion of the Merger is subject to a number of conditions, many of which are largely outside the parties’ control, and, if these conditions are not satisfied or waived, the Merger may not be completed within the expected timeframe or at all

Current report

On August 2, 2026, Atkore entered into the Merger Agreement, pursuant to which, at the closing of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into Atkore, and the separate corporate existence of Merger Sub will cease, with Atkore continuing as the surviving corporation and as a wholly owned subsidiary of Prysmian. The consummation of the Merger is subject to the satisfaction or waiver of certain customary conditions, including, among others: (i) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of our Atkore common stock entitled to vote thereon at a meeting of Atkore’s stockholders duly called and held for such purpose, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the expiration of any applicable waiting period of, or receipt of clearance or approval of, certain other governmental entities, including in Austria, Australia and Canada, and (iii) the absence of any law or order, issued by a governmental entity that is in effect and prevents, prohibits or makes illegal the consummation of the Merger. Atkore’s and Prysmian’s respective obligations to consummate the Merger are also subject to certain additional customary conditions, including, among others, (i) the accuracy of the representations and warranties of the other party (subject to customary accuracy standards), (ii) performance by the other party of its covenants in all material respects and (iii) with respect to Prysmian’s obligation to consummate the Merger, the absence of any material adverse effect since the date of the Merger Agreement.

Current report

There can be no assurance that the conditions to completion of the Merger, including the receipt of required regulatory approvals, will be satisfied or waived on a timely basis or at all. Further, there can be no assurance that governmental entities will not impose conditions, terms, obligations or restrictions or that any such conditions, terms, obligations or restrictions will not have the effect of delaying or preventing consummation of the Merger. If Prysmian is required to divest Atkore assets or businesses, there can be no assurance that such divestitures can be negotiated expeditiously or on favorable terms or that the applicable governmental entities will approve the terms of such divestitures. In addition, we can provide no assurance that such conditions, terms, obligations or restrictions will not result in the abandonment of the Merger. If such conditions are not satisfied or waived, we may be unable to complete the Merger in the timeframe or manner currently anticipated or at all.

Current report

While the Merger is pending, we will be subject to business uncertainties and certain contractual restrictions that could adversely affect our business, results of operations or financial condition

Current report

We have expended, and continue to expend, significant management time and resources in an effort to complete the Merger, which may have a negative impact on our ongoing business and operations. Uncertainty regarding the outcome of the Merger and our future could disrupt our business relationships with our existing and potential customers, suppliers, agents, distributors, vendors and other business partners, who may attempt to negotiate changes to existing business relationships or consider entering into business relationships with parties other than us. Uncertainty regarding the outcome of the Merger could also adversely affect our ability to recruit and retain key personnel and other employees.

Current report

In addition, due to certain restrictions in the Merger Agreement on the conduct of business prior to completing the Merger, we may be unable (without Prysmian’s prior written consent), during the pendency of the Merger, to pursue strategic transactions, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial, and such restrictions may cause us to forego certain opportunities it might otherwise pursue. Further, the Merger Agreement contains provisions, including the no-solicitation provisions and the Company Termination Fee, that could discourage a potential competing acquiror of Atkore from making a competing proposal more favorable to us than the Merger.

Current report

Further, litigation may be filed against us and our directors and officers in connection with the Merger, including putative stockholder complaints or stockholder class action complaints. Such litigation, the outcome of which is uncertain, could divert the attention of our management and employees from our day-to-day business, otherwise adversely affect our business, results of operations and financial condition, result in material adverse judgments or settlements and delay or prevent the completion of the Merger.

Current report

The occurrence of any of these events, individually or in combination, could have a material and adverse effect on our business, results of operations and financial condition.

Current report

Failure to complete the Merger could adversely affect our business, results of operations or financial condition, including in the event Company is required to pay the Company Termination Fee

Current report

Either Atkore or Prysmian may terminate the Merger Agreement if the Merger has not been consummated by August 3, 2027, subject to the automatic extensions specified in the Merger Agreement. If the Merger is not completed within the expected timeframe or at all, our ongoing business could be adversely affected and will be subject to certain risks, including, among others, the following: (i) the market price of our common stock (which may reflect a market assumption that the Merger will be completed) may decline, (ii) we will have incurred, and may continue to incur, significant expenses for professional services and other transaction costs in connection with the Merger for which we will have received little or no benefit if the Merger is not completed and (iii) failure to complete the Merger may result in negative publicity or result in a negative impression of Atkore in the investment community and with customers and other stakeholders.

Current report

Further, pursuant to the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to the closing of the Merger that restrict us from taking certain actions without Prysmian’s prior written consent, which may adversely affect our ability to execute certain of our business strategies. If the Merger is not completed, these risks could materially affect the business and financial results of Atkore and the price of our common stock, including to the extent that the current market price of our common stock is positively affected by a market assumption that the Merger will be completed.

Current report

In addition, if the Merger is terminated, in certain circumstances, we could be required to pay to Prysmian a termination fee of approximately $115.9 million (the “Company Termination Fee”). In such circumstances, we may be required to use available cash that would otherwise have been available for general corporate purposes or other uses, which may materially and adversely affect our business, results of operations and financial condition.