Atkore (NYSE: ATKR) agrees $95 per share all-cash sale to Prysmian
Rhea-AI Filing Summary
Atkore Inc. agreed to be acquired by Prysmian S.p.A. in an all-cash merger under which each outstanding Atkore share will be converted into $95.00 in cash, implying an enterprise value of approximately $3.8 billion. The price represents a premium of about 30% to Atkore’s $72.96 closing share price on July 31 2026 and about 57% to the $60.69 closing price on September 29 2025, the last trading day before its initial strategic review. Atkore’s board unanimously approved the merger and will recommend stockholders adopt the merger agreement. Closing requires approval by a majority of outstanding shares, antitrust and other regulatory clearances (including under the Hart‑Scott‑Rodino Act and in Austria, Australia and Canada), and absence of blocking laws or orders. The deal is not subject to Prysmian stockholder approval or a financing condition, and Prysmian has represented it will have sufficient funds. The parties target closing by calendar year end 2026, with an outside date of August 3 2027, extendable twice by three months if only specified regulatory conditions remain.
All Atkore equity awards will be cashed out at closing: in-the-money stock options receive the $95.00 price minus exercise price times underlying shares, while underwater options are canceled; RSUs, PSUs and DSUs are converted into cash equal to $95.00 multiplied by the applicable share count (for PSUs, shares are determined under existing award terms). Until completion, Atkore must operate in the ordinary course and may pay only regular quarterly dividends of up to $0.33 per share. Atkore is generally prohibited from soliciting alternative bids but may engage with a superior competing proposal and, subject to notice and matching rights, may terminate to accept such a deal. In specified circumstances, including entering into or later completing a qualifying alternative transaction, Atkore must pay Prysmian a $115,920,000 Company Termination Fee. If closing conditions are not met, including failure to obtain stockholder approval or required regulatory clearances, the merger can be terminated. Upon completion, Atkore will become a wholly owned subsidiary of Prysmian and its shares will cease trading on the NYSE.
Positive
- $95.00 per share all-cash price implies an enterprise value of about $3.8 billion, delivering an immediate cash exit for Atkore stockholders.
- The offer represents a ~30% premium to Atkore’s $72.96 closing price on July 31 2026 and a ~57% premium to the $60.69 price before its strategic review announcement.
- The merger is not subject to a financing contingency, and Prysmian has represented it will have sufficient funds to pay the aggregate merger consideration and related expenses.
Negative
- Completion is uncertain: closing depends on stockholder approval, multiple regulatory clearances and absence of blocking laws or orders, with an outside date of August 3 2027.
- Atkore may owe Prysmian a $115,920,000 Company Termination Fee if it terminates in favor of a superior proposal or in other specified scenarios linked to a qualifying alternative transaction.
- Atkore is subject to a non‑solicitation covenant that limits its ability to seek alternative acquisition proposals, with only narrow exceptions for superior competing proposals.
Insights
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8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Merger Consideration: $95.00 per share
Enterprise Value: $3.8 billion
Premium to July 31, 2026 close: 30%
+5 more
8 metrics
Merger Consideration
$95.00 per share
Cash paid for each share of Atkore common stock at the effective time of the merger
Enterprise Value
$3.8 billion
Approximate enterprise value of Atkore implied by the Prysmian transaction
Premium to July 31, 2026 close
30%
Premium to Atkore’s $72.96 closing share price on July 31, 2026
Premium to Sept. 29, 2025 close
57%
Premium to Atkore’s $60.69 closing price before its initial strategic review announcement
Company Termination Fee
$115,920,000
Fee payable by Atkore to Prysmian in specified termination and qualifying transaction scenarios
Dividend Cap
$0.33 per share per quarter
Maximum regular quarterly dividend Atkore may pay before closing, consistent with past practice
End Date
August 3, 2027
Outside date for the merger, subject to two automatic three-month extensions for regulatory delays
Atkore 2025 Sales
$2.9 billion
Atkore sales in fiscal year 2025, illustrating its scale as an electrical products manufacturer
Key Terms
Merger Consideration, Company Stockholder Approval, Hart-Scott-Rodino Antitrust Improvements Act of 1976, Company Termination Fee, +2 more
6 terms
Merger Consideration financial
"will be converted into the right to receive $95.00 in cash, without interest (the “Merger Consideration”)"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Company Stockholder Approval regulatory
"the affirmative vote of the holders of a majority of the outstanding Company Stock entitled to vote on such matter (the “Company Stockholder Approval”)"
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
"the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"
Company Termination Fee financial
"subject to paying a termination fee of $115,920,000 (the "Company Termination Fee")"
superior competing proposal financial
"to enter into a definitive agreement with respect to a superior competing proposal"
hybrid bonds financial
"will be funded by a mix of debt, including hybrid bonds, and equity"
Hybrid bonds are loan-like securities that combine features of regular debt and equity: they pay interest like a bond but often rank lower than other creditors, may allow skipped payments, be callable, or convert into stock. Investors get higher yields to compensate for greater risk, because hybrids act as a buffer that can absorb losses or become ownership if a company gets into trouble — like lending money with the option to become a partial owner if needed.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What conditions must be satisfied before the Atkore (ATKR) acquisition by Prysmian can close?
Closing requires approval by a majority of outstanding ATKR shares, antitrust and other regulatory clearances (including HSR, Austria, Australia and Canada), accurate representations and covenants performance, and no blocking laws or orders. The outside date is August 3 2027, with limited extension rights.
How will Atkore (ATKR) stock options and RSUs be treated in the Prysmian transaction?
In‑the‑money options will be cashed out for the spread over $95.00 per share, while underwater options are canceled. RSUs, PSUs and DSUs convert into cash equal to $95.00 times the applicable share number, with PSU shares set under existing award terms.
Is there a termination fee in the Atkore (ATKR) and Prysmian merger agreement?
Yes. In specified circumstances, including accepting or later completing a qualifying alternative transaction, Atkore must pay Prysmian a $115,920,000 Company Termination Fee. In those scenarios, the fee is described as Prysmian’s sole and exclusive remedy, aside from fraud or willful breach.
When is the Atkore (ATKR) and Prysmian deal expected to close, and what happens to ATKR stock?
The parties target closing by calendar year end 2026, subject to conditions. After completion, Atkore will become a wholly owned Prysmian subsidiary and ATKR shares will cease trading on the NYSE, with stockholders receiving cash instead.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 3, 2026 (August 2, 2026)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(708 ) 339-1610
(Registrant's telephone number, including area code)
N/A
(Former name )
(Former name )
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On August 2, 2026, Atkore Inc., a Delaware corporation (“Atkore” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Prysmian S.p.A., a company organized under the laws of the Republic of Italy (“Buyer”), Trinity Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer (“Merger Sub”), and, solely as provided in certain sections of the Merger Agreement, Prysmian Cables and Systems USA, LLC, a Delaware limited liability company (“Guarantor”), providing for the acquisition by Buyer of all of the outstanding shares of common stock, par value $0.01 per share, of the Company (the “Company Stock”), by means of a merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Buyer (the “Surviving Corporation”).
Transaction Structure
In the Merger, each share of Company Stock outstanding as of the effective time of the Merger (the “Effective Time”) (subject to certain customary exceptions specified in the Merger Agreement) will be converted into the right to receive $95.00 in cash, without interest (the “Merger Consideration”).
Treatment of Equity Awards
Each option to purchase shares of Company Stock (a “Company Option”) that is outstanding immediately prior to the Effective Time, whether or not vested, will be canceled and converted into the right to receive a cash payment from the Surviving Corporation equal to (A) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option multiplied by (B) the total number of shares of Company Stock underlying such Company Option. Any Company Option with an exercise price per share that is equal to or greater than the Merger Consideration will be canceled for no consideration.
Each award of restricted stock units corresponding to shares of Company Stock (a “Company RSU”) that is outstanding immediately prior to the Effective Time, whether or not vested, will be canceled and converted into the right to receive a cash payment from the Surviving Corporation equal to the product of (A) the Merger Consideration and (B) the total number of shares of Company Stock underlying such Company RSU.
Each award of performance restricted stock units corresponding to shares of Company Stock (a “Company PSU”) that is outstanding immediately prior to the Effective Time, whether or not vested, will be canceled and converted into the right to receive a cash payment from the Surviving Corporation equal to the product of (A) the Merger Consideration and (B) the total number of shares of Company Stock underlying such Company PSU. The number of shares of Company Stock underlying a Company PSU will be determined in accordance with the applicable terms of such Company PSU.
Each award of deferred stock units corresponding to shares of Company Stock (a “Company DSU”) that is outstanding immediately prior to the Effective Time, whether or not vested, will be canceled and converted into the right to receive a cash payment from the Surviving Corporation equal to the product of (A) the Merger Consideration and (B) the total number of shares of Company Stock underlying such Company DSU.
Conditions to the Merger
The Company’s board of directors has unanimously approved the Merger Agreement, including the Merger and the other transactions contemplated thereby, and has resolved to recommend that the Company’s stockholders approve the Merger and adopt the Merger Agreement. 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 Company Stock entitled to vote on such matter (the “Company Stockholder Approval”) at a meeting of the Company’s stockholders duly called and held for such purpose (the “Company Stockholder Meeting”), (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.
The Company’s and Buyer’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 Buyer’s obligation to consummate the Merger, the absence of any material adverse effect since the date of the Merger Agreement.
The Merger does not require the approval of Buyer’s stockholders and is not subject to any financing contingency.
Non-Solicit
The Company has agreed, among other things, (i) not to solicit, initiate, induce, propose, or knowingly encourage or knowingly facilitate alternative acquisition proposals from third parties and (ii) subject to certain exceptions, not to (x) engage, participate or continue in any discussions or negotiations with any third parties, or disclose any nonpublic information, regarding alternative acquisition proposals, (y) approve or recommend, or publicly propose to approve or recommend, alternative acquisition proposals or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement or similar agreement relating to an alternative acquisition proposal or (z) take any action to exempt any third party or transaction from anti-takeover restrictions.
Before the Company’s stockholders approve the Merger: (i) if the Company receives a bona fide written alternative acquisition proposal that did not result from a material breach of the non-solicit provisions and the Company’s board of directors determines, after consultation with the Company’s outside financial advisors and outside legal counsel, that such proposal constitutes or would reasonably be expected to constitute a superior competing proposal and the board determines that the failure to take the following actions would reasonably be expected to be inconsistent with the board’s fiduciary duties under applicable law, then the Company may furnish nonpublic information to, and engage in discussions or negotiations with, the person making such proposal; (ii) the Company may, subject to compliance with certain obligations set forth in the Merger Agreement, including the payment of a termination fee to Buyer and customary notice and matching rights in favor of Buyer, terminate the Merger Agreement to enter into a definitive agreement with respect to a superior competing proposal; and (iii) the Company’s board of directors may change its recommendation to the Company’s stockholders regarding adoption of the Merger Agreement in response to either a superior competing proposal or an intervening event unknown to, and not reasonably foreseeable by, the board as of the date of the Merger Agreement, in each case if the board determines in good faith, after consultation with outside legal counsel and financial advisors, that the failure to do so would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, subject in each case to customary notice and matching rights in favor of Buyer.
Other Terms of the Merger Agreement
The Merger Agreement contains customary representations and warranties. The Merger Agreement also contains customary pre-closing covenants, including the obligation of the Company to use commercially reasonable efforts to conduct its business in all material respects in the ordinary course and, to the extent consistent therewith, to preserve in all material respects its business organization, material assets and properties and maintain its existing material relationships and goodwill, and to refrain from taking certain specified actions without the consent of Buyer. The Company has also agreed not to declare, set aside, authorize or pay any dividend or distribution in respect of the Company Stock, other than regular quarterly dividends in an amount no greater than $0.33 per share per quarter, paid at such times and in a manner consistent with the Company’s historical quarterly dividend practice.
The Company and Buyer have agreed to use their respective reasonable best efforts to take all actions necessary, proper or advisable under applicable law to consummate and make effective the Merger as promptly as practicable after the date of the Merger Agreement, including to obtain the required regulatory approvals for the Merger, and Buyer has agreed to use reasonable best efforts to take all actions necessary to avoid or eliminate regulatory impediments to the Merger so as to enable the closing of the Merger to occur as promptly as practicable, including agreeing to specified divestitures and other remedial actions affecting the Company’s business, subject to negotiated limitations.
The Merger Agreement contains certain termination rights for both the Company and Buyer. Subject to certain limitations, the Merger Agreement may be terminated by either the Company or Buyer (i) by mutual written consent, (ii) if the Company Stockholder Meeting concludes without obtaining the Company Stockholder Approval, (iii) if any law, or governmental entity or court of competent jurisdiction issues, enacts, enforces or enters any order, permanently enjoining, prohibiting or making illegal the consummation of the Merger becomes final, binding and non-appealable or (iv) subject to certain limitations, if the Effective Time has not occurred on or before August 3, 2027 (as extended, the “End Date”), subject to two automatic extensions of three months each if, on such dates, all of the closing conditions, except those related to specified regulatory
approvals and related governmental restraints, have been satisfied or waived. In addition, (x) the Merger Agreement may be terminated by Buyer (1) due to certain breaches by the Company of its representations, warranties and covenants contained in the Merger Agreement, subject to certain cure rights, or (2) if prior to receipt of the Company Stockholder Approval, the Company’s board of directors effects a change in its recommendation with respect to the Merger and the Merger Agreement, and (y) the Merger Agreement may be terminated by the Company (1) due to certain breaches by Buyer of its representations, warranties and covenants contained in the Merger Agreement, subject to certain cure rights or (2) if prior to the receipt of the Company Stockholder Approval, the Company determines to enter into a definitive agreement providing for a superior competing proposal, subject to paying a termination fee of $115,920,000 (the "Company Termination Fee").
If (i) prior to receipt of the Company Stockholder Approval, the Merger Agreement is terminated by the Company to enter into a definitive agreement providing for a superior competing proposal, (ii) prior to receipt of the Company Stockholder Approval, the Merger Agreement is terminated by Buyer because the Company’s board of directors effects a change in its recommendation with respect to the Merger and the Merger Agreement or (iii) (1) after the date of the Merger Agreement, an acquisition proposal involving 50% or more of the Company’s consolidated assets, revenues, earnings or voting power (a “Company Qualifying Transaction”) is publicly proposed or disclosed and not publicly withdrawn at least three business days before (x) the Company Stockholder Meeting, in the case of a termination of the Merger Agreement because the Company Stockholder Meeting concludes without obtaining the Company Stockholder Approval, (y) the End Date, in the case of a termination of the Merger Agreement because the Effective Time has not occurred on or before the End Date, or (z) prior to the applicable breach, in the case of a termination of the Merger Agreement by Buyer due to certain breaches by the Company of its representations, warranties and covenants contained in the Merger Agreement, (2) the Merger Agreement is terminated in accordance with such applicable termination provision, and (3) concurrently with or within 12 months after such termination, the Company consummates a Company Qualifying Transaction or enters into a definitive agreement providing for a Company Qualifying Transaction and later consummates such transaction, then the Company will be required to pay Buyer the Company Termination Fee, which will be Buyer's sole and exclusive remedy under the Merger Agreement (other than in respect of fraud or willful breach).
The Merger is not subject to a financing condition. Buyer has represented in the Merger Agreement that it will have sufficient funds available at closing to pay the aggregate Merger Consideration and all related fees and expenses.
The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other information about the Company or Buyer.
The representations, warranties, covenants and agreements contained in the Merger Agreement were made only for purposes of the Merger Agreement, as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement and the parties expressly identified as third-party beneficiaries thereto (except as expressly provided therein), are subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and are subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Except as expressly provided in the Merger Agreement, stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants or agreements therein or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Item 7.01. Regulation FD Disclosure.
On August 3, 2026, the Company issued a press release announcing the execution of the Merger Agreement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Company also made available to employees the materials included as Exhibits 99.2 and 99.3.
Exhibits 99.1 through 99.3 are being furnished under Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed transaction between Atkore and Buyer (the “proposed transaction”). In connection with the proposed transaction, Atkore intends to file a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”). The definitive proxy statement, when available, will be sent or given to the stockholders of Atkore. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the proxy statement (when available) as well as other filings containing information about Atkore, without charge, at the SEC’s website, http://www.sec.gov. Free copies of the proxy statement, once available, and Atkore’s other filings with the SEC may also be obtained from Atkore. Free copies of documents filed with the SEC by Atkore will be made available on Atkore’s investor relations website at https://investors.atkore.com.
Participants in the Solicitation
Atkore and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Atkore is set forth in its definitive proxy statement, which was filed with the SEC on December 12, 2025 under the headings “Proposal 1: Election of Directors” and “Executive Officers and Compensation.” Investors may obtain additional information regarding the interests of such participants by reading the proxy statement and other relevant materials regarding the proposed transaction when they become available.
Forward-Looking Statements
Information set forth in this communication, including financial estimates and statements as to the expected timing, completion and effects of the proposed transaction, constitutes forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These estimates and statements are subject to risks and uncertainties, and actual results might differ materially.
Such estimates and statements include, but are not limited to, statements about the benefits of the proposed transaction, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. Some of the forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” or other comparable terms. Such statements are based upon the current beliefs and expectations of the management of Atkore and Buyer and are subject to known and unknown risks and uncertainties, many of which may be beyond our control. Forward-looking statements are not guarantees of future performance or outcomes and actual performance and outcomes may differ materially from those made in or suggested by the forward-looking statements contained in this communication.
Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the following: the completion of the proposed transaction may not occur on the anticipated terms and timing or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transaction; the risk that Atkore’s stockholders may not approve the proposed transaction; the risk that the necessary regulatory approvals for the proposed transaction may not be obtained or may be obtained subject to conditions that are not anticipated; risks that any of the closing conditions to the proposed transaction may not be satisfied in a timely manner; risks related to litigation brought in connection with the proposed transaction; risks related to disruption of management time from ongoing business operations due to the proposed transaction; effects of the announcement, pendency or completion of the proposed transaction on Atkore’s ability to retain customers, attract and retain key personnel or employees and maintain relationships with suppliers, agents, distributors, vendors and other business partners, and on Atkore’s operating results and business generally; negative effects of the announcement or the consummation of the proposed transaction on the market price of Atkore’s common stock; risks related to declines in, and uncertainty regarding, the general business and economic conditions in the United States and international markets in which Atkore operates, and the potential impact of general business and economic conditions on Atkore, Buyer or the proposed transaction; inherent uncertainties involved in the estimates and assumptions used in the preparation of financial projections; and the response of Atkore’s or Buyer’s management to any of the aforementioned factors.
Discussions of a number of important additional risks and uncertainties are contained in Atkore’s filings with the SEC, including Atkore’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and will be contained in the
preliminary proxy statement to be filed by Atkore in connection with the proposed transaction. Neither Atkore nor Buyer is under any obligation, and each expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law. Persons reading this communication are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. | Description of Exhibit | |||||||
| 2.1 | Agreement and Plan of Merger, dated as of August 2, 2026, by and among Atkore Inc., Prysmian S.p.A., Trinity Merger Sub, Inc. and, solely as provided in Section 9.8 and Section 9.15 thereof, Prysmian Cables and Systems USA, LLC. | |||||||
| 99.1 | Press Release, dated August 3, 2026. | |||||||
| 99.2 | Atkore Email to Employees, dated August 3, 2026. | |||||||
| 99.3 | Atkore Employee FAQ, dated August 3, 2026. | |||||||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ATKORE INC.
By: /s/ Daniel S. Kelly
Daniel S. Kelly
Vice President, General Counsel and Secretary
Vice President, General Counsel and Secretary
Date: August 3, 2026
Atkore Inc. to be Acquired by Prysmian for $95.00 per Share in Cash Separately Announces Third Quarter 2026 Results HARVEY, Ill. – August 3, 2026 – Atkore Inc. (“Atkore” or the “Company”) (NYSE: ATKR), a leading manufacturer of electrical infrastructure products, announced today that it has entered into a definitive agreement to be acquired by Prysmian S.p.A. (BIT: PRY) 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. Prysmian Conference Call to Discuss Transaction This morning, August 3, 2026, at 10:00 AM CEST (4:00 AM ET), Prysmian will hold a conference call for analysts and institutional investors, hosted by Prysmian CEO Massimo Battaini. Link to participate in the conference call (members of the financial community) Link to access in listen-only mode (others) Atkore Third Quarter 2026 Financial Results In a separate press release, Atkore today issued its earnings for its fiscal 2026 third quarter ended June 26, 2026, which is accessible on the Investor Relations section of the Company’s website at https://investors.atkore.com. In light of Atkore’s agreement to be acquired by Prysmian, the conference call to discuss the Company’s financial results for its fiscal 2026 third quarter, which was previously scheduled for 8:00 AM ET on Tuesday, August 4, 2026, has been canceled. The Company will host a conference call on Friday, August 7, 2026, at 8:00 AM ET, to discuss its financial results, as required under the terms of the indenture governing its Senior Notes due 2031.
Advisors Citi is serving as lead financial advisor to Atkore, Debevoise & Plimpton LLP is serving as legal advisor and Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor. J.P. Morgan Securities LLC is also serving as financial advisor to Atkore. About Prysmian Prysmian is a leading provider of solutions for energy and digital connections, delivering major electrical transmission projects on land and at sea, modernizing power grids, and unlocking renewable energy, electrification, and digital connectivity worldwide. The company combines engineering excellence with sustainability-driven innovation, enabled by its 34,000 employees, 109 production facilities and 30 R&D centers in over 50 countries. Prysmian is a public company, listed on the Italian stock exchange, and recorded 2025 revenues of approximately €20 billion. About Atkore Atkore is a leading manufacturer of electrical products for commercial, industrial, data center, and solar applications. With 5,400 employees and $2.9 billion in sales in fiscal year 2025, Atkore delivers sustainable solutions to meet the growing demands of electrification and digital transformation. To learn more, please visit www.atkore.com. Dissemination of Company Information Atkore intends to make future announcements regarding company developments and financial performance through its website, www.atkore.com, as well as through press releases, filings with the Securities and Exchange Commission (“SEC”), conference calls, media broadcasts, and webcasts. Additional Information and Where to Find It This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed transaction between Atkore and Prysmian (the “proposed transaction”). In connection with the proposed transaction, Atkore intends to file a proxy statement with the SEC. The definitive proxy statement, when available, will be sent or given to the stockholders of Atkore. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the proxy statement (when available) as well as other filings containing information about Atkore, without charge, at the SEC’s website, http://www.sec.gov. Free copies of
the proxy statement, once available, and Atkore’s other filings with the SEC may also be obtained from Atkore. Free copies of documents filed with the SEC by Atkore will be made available on Atkore’s investor relations website at https://investors.atkore.com. Participants in the Solicitation Atkore and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Atkore is set forth in its definitive proxy statement, which was filed with the SEC on December 12, 2025, under the headings “Proposal 1: Election of Directors” and “Executive Officers and Compensation.” Investors may obtain additional information regarding the interests of such participants by reading the proxy statement and other relevant materials regarding the proposed transaction when they become available. Forward-Looking Statements Information set forth in this communication, including financial estimates and statements as to the expected timing, completion and effects of the proposed transaction between Atkore and Prysmian, constitutes forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These estimates and statements are subject to risks and uncertainties, and actual results might differ materially. Such estimates and statements include, but are not limited to, statements about the benefits of the proposed transaction, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. Some of the forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” or other comparable terms. Such statements are based upon the current beliefs and expectations of the management of Atkore and Prysmian and are subject to known and unknown risks and uncertainties, many of which may be beyond our control. Forward-looking statements are not guarantees of future performance or outcomes and actual performance and outcomes may differ materially from those made in or suggested by the forward-looking statements contained in this communication. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the following: the completion of the proposed transaction may not occur on the anticipated terms and timing or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transaction; the risk that Atkore’s stockholders may not approve the proposed transaction; the risk that the necessary regulatory approvals for the proposed transaction may not be obtained or may be obtained subject to conditions that are not anticipated; risks that any of the closing conditions to the proposed transaction may not be satisfied in a timely manner; risks related to litigation brought in connection with the proposed transaction; risks related to disruption of management time from ongoing business operations due to the proposed transaction; effects of the
announcement, pendency or completion of the proposed transaction on Atkore’s ability to retain customers, attract and retain key personnel or employees and maintain relationships with suppliers, agents, distributors, vendors and other business partners, and on Atkore’s operating results and business generally; negative effects of the announcement or the consummation of the proposed transaction on the market price of Atkore’s common stock; risks related to declines in, and uncertainty regarding, the general business and economic conditions in the United States and international markets in which Atkore operates, and the potential impact of general business and economic conditions on Atkore, Prysmian or the proposed transaction; inherent uncertainties involved in the estimates and assumptions used in the preparation of financial projections; and the response of Atkore’s or Prysmian’s management to any of the aforementioned factors. Discussions of a number of important additional risks and uncertainties are contained in Atkore’s filings with the U.S. Securities and Exchange Commission, including Atkore’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and will be contained in the preliminary proxy statement to be filed by Atkore in connection with the proposed transaction. Neither Atkore nor Prysmian is under any obligation, and each expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law. Persons reading this communication are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof. Atkore Contacts: Lisa Winter Vice President - Communications 708-225-2453 AtkoreCommunications@atkore.com Matthew Kline Vice President - Treasury & Investor Relations 708-225-2116 Investors@atkore.com
Headline: Bill Waltz, President and CEO-Atkore, Announces a Signed Agreement for Prysmian to Acquire Atkore Last September, we announced several actions to improve operational efficiency, enhance focus on Atkore’s electrical portfolio, including products across the Electrical and Safety & Infrastructure business units, and deliver greater value for our shareholders and customers. Shortly thereafter, in November 2025, Atkore announced the Board of Directors would explore a broader range of options, including the potential sale or merger of the whole company. Since that time, a Strategic Review Committee of the Board of Directors has been evaluating outside interests in our business to determine where/how to drive value for our stockholders and position us for success. This morning, we announced that we have entered into an agreement to be acquired by Prysmian, which officially marks the completion of our strategic review process. You can refer to today’s Atkore press release here. Today’s announcement is an exciting achievement that reflects the strength of our team as well as the value of our differentiated portfolio of critical electrical infrastructure products. Importantly, our skilled employees, robust geographic footprint and deep customer relationships are highly attractive to Prysmian as it continues to grow its North American electrical solutions portfolio. If you are not familiar, Prysmian is a leading provider of solutions for energy and digital connections, delivering major electrical transmission projects on land and at sea, modernizing power grids, and unlocking renewable energy, electrification, and digital connectivity worldwide. Prysmian is a public company listed on the Italian stock exchange and recorded 2025 revenues of approximately €20 billion, with 34,000 employees worldwide. Their global headquarters is located in Milan, Italy, and its North American headquarters is in Highland Heights, Kentucky. Atkore is highly complementary to Prysmian, and combining our extensive Regional Service Center network and strong distribution-channel relationships with Prysmian's comprehensive portfolio is expected to create a stronger platform with greater scale and a more comprehensive set of solutions to better serve customers. Additionally, Prysmian’s Mission to “accelerate growth for our clients” and their Values of Passion, Teamplay, Innovation and Belonging align closely with Atkore’s Core Values. 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. It is important to recognize that this is just the first step in the process, and it remains business as usual for all of us. The transaction is targeted to close by calendar year end 2026, pending approval by Atkore shareholders, regulatory approvals, and other customary closing conditions. Until then, Atkore and Prysmian remain separate and independent companies. I realize there will be questions regarding today’s announcement. Attached are some initial Frequently Asked Questions. Moving forward, you can also submit your questions via the UKG platform. In addition, we have dedicated a space on Blueprint, where we will address questions and provide updates, as available.
As we look to the weeks and months ahead, it is “business as usual” with each of us continuing to: • Drive improved Safety, Quality, Delivery and Cost • Achieve a high “Say-Do” ratio – delivering upon what we set out to do. • Live our values daily and hold others to those values I’ve said before: I believe in our team and in the opportunities ahead. So, let’s stay focused on what matters -- serving our customers better than anyone. Sincerely, Bill Waltz Atkore President and CEO Additional Information and Where to Find It This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed transaction between Atkore and Prysmian (the “proposed transaction”). In connection with the proposed transaction, Atkore intends to file a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”). The definitive proxy statement, when available, will be sent or given to the stockholders of Atkore. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the proxy statement (when available) as well as other filings containing information about Atkore, without charge, at the SEC’s website, http://www.sec.gov. Free copies of the proxy statement, once available, and Atkore’s other filings with the SEC may also be obtained from Atkore. Free copies of documents filed with the SEC by Atkore will be made available on Atkore’s investor relations website at https://investors.atkore.com. Participants in the Solicitation Atkore and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Atkore is set forth in its definitive proxy statement, which was filed with the SEC on December 12, 2025 under the headings “Proposal 1: Election of Directors” and “Executive Officers and Compensation.” Investors may obtain additional information regarding the interests of such participants by reading the proxy statement and other relevant materials regarding the proposed transaction when they become available. Forward-Looking Statements Information set forth in this communication, including financial estimates and statements as to the expected timing, completion and effects of the proposed transaction, constitutes forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These estimates and statements are subject to risks and uncertainties, and actual results might differ materially. Such statements are based upon the current beliefs and expectations of the management of Atkore and Prysmian and are subject to known and unknown risks and uncertainties, many of which may be beyond our control. Forward-looking statements are not guarantees of future performance or outcomes and actual
performance and outcomes may differ materially from those made in or suggested by the forward-looking statements contained in this communication. Discussions of a number of important additional risks and uncertainties are contained in Atkore’s filings with the SEC, including Atkore’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and will be contained in the preliminary proxy statement to be filed by Atkore in connection with the proposed transaction. Neither Atkore nor Prysmian is under any obligation, and each expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law. Persons reading this communication are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.
August 3, 2026 Frequently Asked Questions 1. Why did the Atkore Board of Directors enter into this agreement for Prysmian to acquire Atkore? • This transaction delivers value for our shareholders and positions the company for success for years to come. • Additionally, reaching this agreement with Prysmian reflects the strength of our team as well as the value of Atkore’s differentiated and diversified product portfolio that is critical to expanding access to renewable energy, investment in digital infrastructure and electrification. • We expect Atkore to benefit from additional opportunities as part of a larger global organization and look forward to realizing the significant benefits we expect it to provide for our employees, customers, and other stakeholders. 2. What happens next? • This is just the first step in the process, and it remains business as usual for all of us at Atkore. • The transaction is targeted to close by calendar year end 2026, pending approval by our shareholders, regulatory approvals, and other customary closing conditions. • Between now and closing, Atkore and Prysmian remain separate and independent companies. • It’s important that we stay focused on our priorities – serving our customers better than anyone. 3. Why is Prysmian interested in acquiring Atkore? • Prysmian was attracted to Atkore, our strong team and differentiated and diversified product portfolio that is critical to expanding access to renewable energy, investment in digital infrastructure and electrification. • Importantly, our skilled employees, robust geographic footprint, and deep customer relationships are highly attractive to Prysmian as it continues to grow its electrical solutions portfolio, including in North America. 4. What does this announcement mean for customers? • Combining Atkore’s extensive Regional Service Center network and strong distribution-channel relationships with Prysmian's comprehensive portfolio is expected to create a stronger platform with greater scale and a more comprehensive set of solutions to better serve customers. • It’s important to reinforce with customers that today’s announcement has no impact on how we work with them, and it’s business as usual. • They should not expect any changes to our relationship or how we support them related to this announcement. • Until the transaction closes, which is targeted by calendar year end 2026, Atkore and Prysmian will continue to operate as separate and independent companies. • Our priority remains serving our customers with the same high-quality products, solutions and support they expect from us. 5. What does this announcement mean for me as an employee? • Today’s announcement is just the first step of the process, and it’s important to remember it remains business as usual. • Until the transaction closes, which is targeted by calendar year end 2026, Atkore and Prysmian will continue to operate as separate and independent organizations. • Ultimately, the expertise and dedication of our team were important factors in Prysmian’s decision to pursue this transaction, and we expect Atkore to benefit from additional opportunities as part of a larger global organization.
August 3, 2026 6. How will the acquisition of Atkore be integrated into Prysmian? Will we stay a public company? • It is still early in the process, and many decisions have not yet been made. • Specific decisions related to integration will take place as we move forward and as part of post- closing integration planning. • Importantly, both companies are committed to thoughtful integration planning that positions the combined company for long-term success. We will communicate any decisions if and when they are made. • Following the completion of the transaction, Atkore will become part of Prysmian, and Atkore shares will no longer be listed on the New York Stock Exchange (NYSE). 7. Will Atkore be a stand-alone company/division within Prysmian? • It is still early in the process, and many decisions have not yet been made. • Specific decisions related to integration will take place as we move forward and as part of post- closing integration planning. • Importantly, both companies are committed to thoughtful integration planning that positions the combined company for long-term success. We will communicate any decisions if and when they are made. • Until the transaction closes, which is targeted by calendar year end 2026, Atkore and Prysmian will continue to operate as separate and independent companies. 8. Will Bill Waltz remain as President and CEO of Atkore during this acquisition process? • Bill Waltz has agreed to stay in his role as President and CEO through at least the close of this transaction. 9. Can I reach out to people I know at Prysmian to talk about the transaction? • Today’s announcement is just the first step of the process, and it’s important to remember it remains business as usual. Your roles and responsibilities remain the same. • Until the transaction closes, which is targeted to close by calendar year end 2026, Atkore and Prysmian will continue to operate as separate and independent companies. • To that end, it is crucial that you only interact with Prysmian employees with the same rules of engagement as you normally would with employees of any other external company with which we compete. • Please refer to Atkore’s Antitrust Policy and, if you have any questions, please email Atkore Legal Department at legal@atkore.com 10. Once the transaction is closed, what changes could employees expect? • Today’s announcement is just the first step in the process. • Specific decisions related to integration will take place as we move forward and as part of post- closing integration planning. • Importantly, both companies are committed to thoughtful integration planning that positions the combined company for long-term success. We will communicate any decisions as appropriate. • 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. Additional Information and Where to Find It This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed transaction between Atkore and Prysmian (the “proposed transaction”). In connection with the proposed transaction, Atkore intends to file a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”).
August 3, 2026 The definitive proxy statement, when available, will be sent or given to the stockholders of Atkore. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the proxy statement (when available) as well as other filings containing information about Atkore, without charge, at the SEC’s website, http://www.sec.gov. Free copies of the proxy statement, once available, and Atkore’s other filings with the SEC may also be obtained from Atkore. Free copies of documents filed with the SEC by Atkore will be made available on Atkore’s investor relations website at https://investors.atkore.com. Participants in the Solicitation Atkore and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Atkore is set forth in its definitive proxy statement, which was filed with the SEC on December 12, 2025 under the headings “Proposal 1: Election of Directors” and “Executive Officers and Compensation.” Investors may obtain additional information regarding the interests of such participants by reading the proxy statement and other relevant materials regarding the proposed transaction when they become available. Forward-Looking Statements Information set forth in this communication, including financial estimates and statements as to the expected timing, completion and effects of the proposed transaction, constitutes forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These estimates and statements are subject to risks and uncertainties, and actual results might differ materially. Such statements are based upon the current beliefs and expectations of the management of Atkore and Prysmian and are subject to known and unknown risks and uncertainties, many of which may be beyond our control. Forward-looking statements are not guarantees of future performance or outcomes and actual performance and outcomes may differ materially from those made in or suggested by the forward-looking statements contained in this communication. Discussions of a number of important additional risks and uncertainties are contained in Atkore’s filings with the SEC, including Atkore’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and will be contained in the preliminary proxy statement to be filed by Atkore in connection with the proposed transaction. Neither Atkore nor Prysmian is under any obligation, and each expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law. Persons reading this communication are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.