Atkore clears HSR hurdle for Prysmian merger
HSR antitrust waiting period has expired for Atkore’s planned merger with Prysmian, though stockholder and other regulatory approvals are still required.
Rhea-AI Filing Summary
Atkore Inc. (ATKR) announced that the Hart-Scott-Rodino (HSR) antitrust waiting period for its proposed merger with Prysmian S.p.A. has expired effective 11:59 p.m. Eastern Time on September 14, 2026. Under the Agreement and Plan of Merger, a Prysmian wholly owned subsidiary will merge with and into Atkore, with Atkore surviving as a wholly owned subsidiary of Prysmian.
The merger remains subject to other customary closing conditions, including adoption of the Merger Agreement by holders of a majority of Atkore’s outstanding common stock entitled to vote and receipt of additional regulatory approvals. Atkore has filed and mailed a definitive proxy statement to stockholders related to the proposed transaction.
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8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
HSR waiting period expiration time: 11:59 p.m. Eastern Time
HSR waiting period expiration date: September 14, 2026
Proxy mailing date: On or around September 9, 2026
+1 more
4 metrics
HSR waiting period expiration time
11:59 p.m. Eastern Time
Time on September 14, 2026 when the HSR Act waiting period expired
HSR waiting period expiration date
September 14, 2026
Date the applicable HSR Act waiting period expired
Proxy mailing date
On or around September 9, 2026
Date Atkore’s definitive proxy statement was first mailed to stockholders
Merger agreement signing date
August 2, 2026
Date Atkore, Prysmian, Merger Sub, and Prysmian Cables and Systems USA, LLC entered into the Merger Agreement
Key Terms
Agreement and Plan of Merger, Hart-Scott-Rodino Antitrust Improvements Act of 1976, definitive proxy statement, forward-looking statements, +1 more
5 terms
Agreement and Plan of Merger regulatory
"entered into an Agreement and Plan of Merger (the “Merger Agreement”)"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
"waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"
definitive proxy statement regulatory
"Atkore filed a definitive proxy statement (the “Proxy Statement”)"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
forward-looking statements regulatory
"constitutes forward-looking statements within the meaning of the safe harbor"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
customary closing conditions financial
"subject to the satisfaction or waiver of certain customary closing conditions"
"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did ATKR disclose about the HSR antitrust review for its merger with Prysmian?
Atkore disclosed that the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired at 11:59 p.m. Eastern Time on September 14, 2026, satisfying that specific antitrust-related closing condition for the proposed merger with Prysmian.
What is the structure of Atkore’s proposed merger with Prysmian (ATKR)?
Under the Agreement and Plan of Merger, Trinity Merger Sub, Inc., a wholly owned subsidiary of Prysmian S.p.A., will merge with and into Atkore Inc., and Atkore will survive the merger as a wholly owned subsidiary of Prysmian.
What approvals are still required for Atkore’s (ATKR) merger to close?
Completion of the merger remains subject to customary closing conditions, including adoption of the Merger Agreement by the affirmative vote of the holders of a majority of Atkore’s outstanding common stock entitled to vote and receipt of other regulatory approvals.
What proxy materials has Atkore (ATKR) provided for the proposed merger?
Atkore filed a definitive proxy statement with the SEC for the proposed transaction, which was first mailed to stockholders on or around September 9, 2026. Investors can obtain free copies via the SEC’s website and Atkore’s investor relations website.
What risks and uncertainties does Atkore (ATKR) highlight about the proposed transaction?
Atkore notes forward-looking statements involve risks and uncertainties, including that the proposed transaction may not be completed, stockholders may not approve it, regulatory approvals may be delayed or conditioned, and various business, market, and litigation risks could affect outcomes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): September 15, 2026 (September 14, 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 8.01. Other Events.
As previously reported, on August 2, 2026, Atkore Inc., a Delaware corporation (“Atkore” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, 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, pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Buyer.
The respective obligations of each party to consummate the Merger are subject to the satisfaction or waiver of certain customary closing conditions, including, among others, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). As previously disclosed, the parties filed the required HSR Act notifications on August 14, 2026. Effective as of 11:59 p.m. Eastern Time on September 14, 2026, the applicable waiting period under the HSR Act expired. The completion of the Merger remains subject to other customary closing conditions, including, among others, the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company entitled to vote on such matter at a meeting of the Company’s stockholders duly called and held for such purpose and receipt of other regulatory approvals.
Additional Information and Where to Find It
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 filed a definitive proxy statement (the “Proxy Statement”) with the U.S. Securities and Exchange Commission (the “SEC”). The Proxy Statement was first mailed to Atkore stockholders on or around September 9, 2026. 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 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 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, including under the heading “The Merger—Interests of Atkore’s Directors and Executive Officers in the Merger,” 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 the Proxy Statement 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 | |||||||
| 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: September 15, 2026