HARVEY, Ill. — Atkore Inc. (“Atkore” or the “Company”), a leading manufacturer of electrical infrastructure products, announced that it has entered into a definitive agreement to be acquired by Prysmian S.p.A. in an all-cash transaction representing an enterprise value of approximately $3.8 billion.
Under the terms of the agreement, at the closing of the transaction, Atkore shareholders will receive $95.00 per share in cash for each share of Atkore common stock. The per share purchase price represents a premium of approximately 30% to Atkore’s closing share price of $72.96 on July 31, 2026, and approximately 57% to Atkore’s closing share price of $60.69 on September 29, 2025, the last trading day before Atkore announced its initial strategic review.
“This transaction is the culmination of our comprehensive strategic review process to maximize shareholder value and reflects the strength of Atkore’s differentiated portfolio of critical electrical infrastructure products,” said Michael V. Schrock, Atkore’s Chairman of the Board of Directors. “Atkore and Prysmian are highly complementary organizations, and we believe this combination will create a stronger platform with greater scale and a more comprehensive portfolio of solutions to better serve customers. Reaching this milestone reflects the dedication and hard work of our employees, and we expect Atkore to benefit from additional opportunities as part of a larger global organization. We look forward to completing this transaction and realizing the benefits we expect it to bring to our stakeholders.”
“Electrification, AI-driven data centers and digitalization all require major investments in infrastructure, and they are critical to the modern economy, and the opportunity is substantial in the United States,” said Massimo Battaini, Prysmian CEO. “As a leading provider of energy and digital connections, our priority has been to find the right solution to enhance our outstanding growth and profitability by adding the right commercial platform and product portfolio to maximize our potential. Atkore offers an attractive combination of complementary products, structural growth exposure and meaningful synergy opportunities – and represents a major acceleration in Prysmian’s evolution into a fully-fledged electrical solutions provider. Prysmian’s excellent track record of investing in innovation for the benefit of our customers will ensure that we will be the right owner to realize the full potential of Atkore, and we look forward to welcoming their team into Prysmian as we continue to grow our North American electrical solutions portfolio.”
Strategic Rationale
Prysmian and Atkore’s combined solutions will create a one-stop shop in North America that will simplify and accelerate electrification and data center roll-out for customers. The transaction will expand Prysmian’s product and service offering in North America and broaden its portfolio with complementary electrical infrastructure products. In addition, it will further enhance Prysmian’s exposure to long-term structural growth trends in electrification and data center investment. The combination will create a leading integrated electrical infrastructure solutions provider, enabling Prysmian to serve its customers more comprehensively through complementary products, an expanded commercial offering and deeper customer relationships.
Approvals, Timing and Path to Close
Each company’s Board of Directors has unanimously approved the transaction, and Atkore’s Board of Directors will, in conjunction with the proxy filing, recommend that Atkore’s shareholders vote to approve the transaction. The transaction is targeted to close by calendar year end 2026, subject to the approval of Atkore’s shareholders, regulatory approvals and other customary closing conditions.
The transaction will be funded by a mix of debt, including hybrid bonds, and equity, including treasury shares disposal, targeting to preserve Prysmian’s investment grade profile.
Atkore Announces Third Quarter Earnings
Atkore Inc. also announced earnings for its fiscal 2026 third quarter ended June 26, 2026.
“We were pleased with our third quarter results. Our Net sales, Adjusted EBITDA and Adjusted EPS were all higher versus the prior year and they were sequentially higher from our second quarter. Our net sales reflected strong organic volume growth from both our segments,“ said Bill Waltz, Atkore President and Chief Executive Officer.
Waltz continued, “We are pleased to have entered into an agreement to be acquired by Prysmian in an all-cash transaction that delivers value to Atkore shareholders. Our solid quarterly results and today’s transaction are a testament to our team’s focus and dedication.”
Net sales increased by $59.8 million, or 8.1%, to $794.8 million for the three months ended June 26, 2026, compared to $735.0 million for the three months ended June 27, 2025. The increase in net sales is primarily attributed to increased sales volume of $65.7 million, increased average selling prices of $22.4 million and foreign exchange benefits of $8.0 million partially offset by the impact of divestitures of $39.0 million.
Gross profit increased by $4.2 million, or 2.4%, to $176.3 million for the three months ended June 26, 2026, as compared to $172.1 million for the prior-year period. Gross margin decreased to 22.2% for the three months ended June 26, 2026, as compared to 23.4% for the prior-year period. Gross profit increased primarily due to increased sales volume, but gross margin decreased primarily due to increases in input costs of $48.9 million outpacing increases in average selling prices of $22.4 million.
Net income decreased by $42.2 million, or 98.3%, to net income of $0.7 million for the three months ended June 26, 2026 compared to $43.0 million of net income for the prior-year period. The decrease was primarily due to litigation settlement expense of $50.0 million, related litigation costs and increased transaction costs associated with recent divestitures and other activities in conjunction with the previously announced strategic review.
Adjusted EBITDA increased by $4.7 million, or 4.7%, to $104.7 million for the three months ended June 26, 2026 compared to $99.9 million for the three months ended June 27, 2025. The increase was primarily due to higher gross profit.
Net income per diluted share prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) was $0.02 for the three months ended June 26, 2026, as compared to $1.25 in the prior-year period. The decrease in diluted earnings per share is primarily due to the decrease in net income. Adjusted net income per diluted share increased by $0.29 to $1.92 for the three months ended June 26, 2026, as compared to $1.63 in the prior year period.
Segment Results
Electrical
Net sales increased by $57.0 million, or 10.9%, to $578.3 million for the three months ended June 26, 2026 compared to $521.3 million for the three months ended June 27, 2025. The increase in net sales is primarily attributed to increased sales volume of $62.8 million, foreign exchange benefits of $8.0 million and increased average selling prices of $13.7 million, partially offset by divestitures of businesses of $27.5 million.
Adjusted EBITDA for the three months ended June 26, 2026 increased by $8.1 million, or 10.0%, to $89.3 million from $81.2 million for the three months ended June 27, 2025. Adjusted EBITDA margin decreased to 15.4% for the three months ended June 26, 2026 compared to 15.6% for the three months ended June 27, 2025. The increase in Adjusted EBITDA was primarily driven by increased sales volume while Adjusted EBITDA margin decreased largely due to increases in input costs outpacing increases in average selling prices.
Safety & Infrastructure
Net sales increased by $2.9 million, or 1.3%, for the three months ended June 26, 2026 to $216.8 million compared to $214.0 million for the three months ended June 27, 2025. The increase is primarily attributed to an increase in average selling prices of $8.7 million, increased sales volume of $2.9 million, and lower solar credit rebates of $2.7 million, partially offset by the impact of recent divestitures of $11.5 million.
Adjusted EBITDA decreased by $2.6 million, or 8.4%, to $28.1 million for the three months ended June 26, 2026 compared to $30.7 million for the three months ended June 27, 2025. Adjusted EBITDA margin decreased to 13.0% for the three months ended June 26, 2026 compared to 14.4% for the three months ended June 27, 2025. The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to higher input costs outpacing increases in average selling prices.
Liquidity & Capital Resources
On July 30, 2026, Atkore’s Board of Directors approved a quarterly dividend payment of $0.33 per share of common stock payable on August 28, 2026 to shareholders of record on August 18, 2026.
Financial Outlook
In light of the pending transaction with Prysmian, Atkore does not intend to update or reaffirm its previously issued financial outlook.
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