Atkore completes Prysmian merger at $95 per share
Atkore Inc. completed its merger with Prysmian S.p.A. on October 19, 2026, with Atkore surviving as Prysmian’s wholly owned subsidiary.
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Rhea-AI Filing Summary
Atkore Inc. completed its merger with Prysmian S.p.A. on October 19, 2026, with Atkore surviving as Prysmian’s wholly owned subsidiary. The merger consideration was $95.00 in cash per outstanding common share, without interest, except as provided in the merger agreement.
President and CEO William E. Waltz Jr. reported that 67,970 shares underlying unvested PSUs became earned in connection with the merger. The reported transactions also included the disposal of 191,623 shares at the $95.00 merger consideration. Outstanding RSUs and PSUs that became earned were canceled and converted into cash payments. His 219,538 options at $25.91 were canceled and converted into a right to a cash payment based on the excess, if any, of the merger consideration over the exercise price. Options for 19,027 shares at $105.94 and 23,122 shares at $101.66 were canceled for no consideration.
Shares held by a trust for which Waltz’s spouse is the beneficiary were separately reported as disposed: 36,836 shares at $95.00 per share, with a reported post-transaction balance of zero. Waltz disclaimed beneficial ownership except to the extent of his pecuniary interest.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options (right to buy) F7 | 219,538 | -- | -- |
| Disposition | Stock Options (right to buy) F8 | 19,027 | -- | -- |
| Disposition | Stock Options (right to buy) F8 | 23,122 | -- | -- |
| Grant/Award | Common Stock F1, F2 | 67,969.789 | $0.00 | $0.00 |
| Disposition | Common Stock F1, F3, F4, F5 | 191,622.6478 | $95.00 | $18.20M |
| Disposition | Common Stock F1, F3, F6 | 36,836 | $95.00 | $3.50M |
Footnotes (8)
- F1. On October 19, 2026 (the "Closing Date"), pursuant to the Agreement and Plan of Merger, dated August 2, 2026 (the "Merger Agreement"), by and among Atkore Inc. ("Atkore" or 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, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Buyer (the "Surviving Corporation").
- F2. Represents the number of shares of Common Stock underlying unvested performance restricted stock units (a "PSU"), that became earned in connection with the Merger (including any amounts accrued for dividend equivalent units), determined in accordance with the terms of each such PSU.
- F3. At the effective time of the Merger (the "Effective Time"), each share of common stock of Atkore, par value $0.01 per share ("Common Stock") issued and outstanding immediately prior to the Effective Time, was (except as otherwise provided in the Merger Agreement) converted into the right to receive $95.00 in cash, without interest (the "Merger Consideration").
- F4. Includes restricted stock units ("RSUs") and any amounts accrued for dividend equivalent units thereon. Under the Merger Agreement, at the Effective Time, each outstanding RSU, whether vested or unvested, was deemed fully vested and 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 Common Stock underlying such RSU.
- F5. Includes PSUs and any amounts accrued for dividend equivalent units thereon. Under the Merger Agreement, at the Effective Time, each outstanding PSU that became earned in connection with the Merger was 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 Common Stock underlying such PSU, as determined in accordance with the terms of each such PSU.
- F6. Securities held directly by a trust for which the reporting person's spouse is the beneficiary. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that the reporting person is, for purposes of Section 16 or any other purpose, the beneficial owner of such securities.
- F7. Under the Merger Agreement, at the Effective Time, each outstanding option to purchase shares of Common Stock ("Option") was canceled and converted into the right to receive a cash payment from the Surviving Corporation equal to the product obtained by multiplying (A) the excess, if any, of the Merger Consideration over the exercise price per share of such Option by (B) the total number of shares of Common Stock underlying such Option.
- F8. Under the Merger Agreement, at the Effective Time each outstanding option to purchase shares of Common Stock ("Option") that had an exercise price per share that was greater than or equal to the Merger Consideration was canceled for no consideration.
Key Figures
Key Terms
Merger Consideration financial
Effective Time financial
performance restricted stock units financial
restricted stock units financial
dividend equivalent units financial
FAQ
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What happened to ATKR President and CEO William E. Waltz Jr.’s stock options?
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