Masonite International Corporation (“Masonite” or the “Company”)
(NYSE: DOOR), a leading global designer, manufacturer, marketer and
distributor of interior and exterior doors and premium door
systems, today issued the following statement.
“Masonite remains fully committed to the transaction with PGT
Innovations, Inc. (“PGT Innovations” or “PGTI”) (NYSE: PGTI) on its
current terms and is confident that the definitive merger agreement
– a result of thorough due diligence and careful negotiation by
both the Masonite and PGTI Boards – reflects a full and fair value
for PGTI and its shareholders. In addition to compelling value,
Masonite’s agreement also provides a high degree of transaction
certainty; Hart-Scott Rodino filings have already been made and
Masonite and PGTI continue to pursue a swift path to closing.
The transaction will create a leading door and window solutions
company with substantial depth and breadth and a strengthened
growth and financial profile. Bringing the two companies together
will establish an attractive geographic footprint, transform
Masonite’s scale and capabilities, drive significant operating
efficiencies and deliver industry-leading growth and returns for
shareholders of both companies. Specifically, the combination of
Masonite and PGT Innovations offers:
Financial Benefits
- A compelling $33.50 in cash for PGTI shareholders plus the
unique ability to participate in the powerful upside growth
potential of the business with approximately 16% ownership of the
combined company through the receipt of Masonite stock;
- Approximately 200 bps increase in future revenue growth rate
and an expanded total addressable market;
- Approximately $100 million in carefully considered and
thoughtfully detailed annual cost and revenue synergies phased in
over two and four years, respectively, following the close of the
transaction;
- Meaningful accretion to Masonite’s earnings per share in the
first full year post-close; and
- Creation of a scaled business delivering strong cash generation
to support our commitment to de-lever below 3x in the two years
following close.
Strategic Benefits
- Customer base expansion for both Masonite and PGTI across a
wide geographic footprint including many high-growth metropolitan
areas;
- Significant cross-selling opportunities leveraging Masonite’s
attractive nationwide wholesale distribution and big box retail
relationships and PGTI’s direct to dealer and consumer routes to
market;
- Demonstrated commitment to investing in innovation to offer
consumers whole-home solutions that improve life and living;
- Scale, resources and brand recognition provided as part of a
larger, more diverse company; and
- Highly complementary product portfolios providing a more
certain pathway to close.
The terms of the binding agreement between Masonite and PGT
Innovations remain in effect, and we look forward to continued
progress on all workstreams as we move toward a successful closing
of the transaction in the middle of this year.”
For more information about the PGTI acquisition, please visit
investor.masonite.com.
Advisors
Jefferies LLC is serving as exclusive financial advisor to
Masonite. Wachtell, Lipton, Rosen & Katz is serving as legal
counsel and Simpson Thacher & Bartlett LLP is serving as
financing counsel to Masonite.
ABOUT MASONITE
Masonite International Corporation is a leading global designer,
manufacturer, marketer and distributor of interior and exterior
doors, door system components and door systems for the new
construction and repair, renovation and remodeling sectors of the
residential and non-residential building construction markets.
Since 1925, Masonite has provided its customers with innovative
products and superior service at compelling values. Masonite
currently serves approximately 7,000 customers globally. Additional
information about Masonite can be found at www.masonite.com.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains certain statements that are
“forward-looking” statements within the meaning of Section 27A of
the 1933 Act and Section 21E of the Securities Exchange Act of
1934. You can identify these statements and other forward-looking
statements in this document by words such as “may,” “will,”
“should,” “can,” “could,” “anticipate,” “estimate,” “expect,”
“predict,” “project,” “future,” “potential,” “intend,” “plan,”
“assume,” “believe,” “forecast,” “look,” “build,” “focus,”
“create,” “work,” “continue,” “target,” “poised,” “advance,”
“drive,” “aim,” “forecast,” “approach,” “seek,” “schedule,”
“position,” “pursue,” “progress,” “budget,” “outlook,” “trend,”
“guidance,” “commit,” “on track,” “objective,” “goal,” “strategy,”
“opportunity,” “ambitions,” “aspire” and similar expressions, and
variations or negative of such terms or other variations thereof.
Words and terms of similar substance used in connection with any
discussion of future plans, actions, or events identify
forward-looking statements.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such statements regarding the
transactions contemplated by the Agreement and Plan of Merger (the
“Merger Agreement”) among Masonite
International Corporation (“Masonite”
or “our” or “we”), PGT Innovations, Inc. (“PGTI”) and Peach Acquisition, Inc. (the
“Transaction”), including the expected
time period to consummate the Transaction, the anticipated benefits
(including synergies) of the Transaction and integration and
transition plans, opportunities, anticipated future performance,
expected share buyback programs and expected dividends. All such
forward-looking statements are based upon current plans, estimates,
expectations and ambitions that are subject to risks, uncertainties
and assumptions, many of which are beyond the control of Masonite
and PGTI, that could cause actual results to differ materially from
those expressed in such forward-looking statements. Key factors
that could cause actual results to differ materially include, but
are not limited to, the expected timing and likelihood of
completion of the Transaction, including the timing, receipt and
terms and conditions of any required governmental and regulatory
approvals of the Transaction; the ability to successfully integrate
the businesses of the companies, including the risk that problems
may arise in successfully integrating the such businesses, which
may result in the combined company not operating as effectively and
efficiently as expected; the occurrence of any event, change or
other circumstances that could give rise to the termination of the
definitive agreement; the possibility that PGTI’s stockholders may
not approve the Transaction; the risk that the anticipated tax
treatment of the Transaction is not obtained; the risk that the
parties may not be able to satisfy the conditions to the
Transaction in a timely manner or at all; risks related to
disruption of management time from ongoing business operations due
to the Transaction; the risk that any announcements relating to the
Transaction could have adverse effects on the market price of
Masonite’s or PGTI’s common shares; the risk that the Transaction
and its announcement could have an adverse effect on the parties’
business relationships and business generally, including the
ability of Masonite and PGTI to retain customers and retain and
hire key personnel and maintain relationships with their suppliers
and customers, and on their operating results and businesses
generally; the risk of unforeseen or unknown liabilities; customer,
shareholder, regulatory and other stakeholder approvals and
support; the risk of unexpected future capital expenditures; the
risk of potential litigation relating to the Transaction that could
be instituted against Masonite and/or PGTI or their respective
directors and/or officers; the risk that the combined company may
be unable to achieve cost-cutting or revenues synergies or it may
take longer than expected to achieve those synergies; the risk that
the combined company may not buy back shares; the risk associated
with third party contracts containing material consent,
anti-assignment, transfer or other provisions that may be related
to the Transaction which are not waived or otherwise satisfactorily
resolved; the risk of receipt of required Masonite Board of
Directors’ authorizations to implement capital allocation
strategies; the risk of rating agency actions and Masonite’s and
PGTI’s ability to access short- and long-term debt markets on a
timely and affordable basis; the risk of various events that could
disrupt operations, including severe weather, such as droughts,
floods, avalanches and earthquakes, cybersecurity attacks, security
threats and governmental response to them, and technological
changes; the risks of labor disputes, changes in labor costs and
labor difficulties; and the risks resulting from other effects of
industry, market, economic, legal or legislative, political or
regulatory conditions outside of Masonite’s or PGTI’s control. All
such factors are difficult to predict and are beyond our control,
including those detailed in Masonite’s annual reports on Form 10-K,
quarterly reports on Form 10-Q and Current Reports on Form 8-K that
are available on Masonite’s website at https://www.masonite.com and
on the SEC website at http://www.sec.gov, and those detailed in
PGTI’s annual reports on Form 10-K, quarterly reports on Form 10-Q
and Current Reports on Form 8-K that are available on PGTI’s
website at https://pgtinnovations.com and on the SEC website at
http://www.sec.gov. PGTI’s forward-looking statements are based on
assumptions that PGTI’s believes to be reasonable but that may not
prove to be accurate. Other unpredictable or factors not discussed
in this communication could also have material adverse effects on
forward-looking statements. Neither Masonite nor PGTI assumes an
obligation to update any forward-looking statements, except as
required by applicable law. These forward-looking statements speak
only as of the date hereof.
Additional Information and Where to Find It
In connection with the Transaction, Masonite will file with the
SEC a registration statement on Form S-4 to register the common
shares of Masonite to be issued in connection with the Transaction.
The registration statement will include a proxy statement of PGTI
that also constitutes a prospectus of Masonite. The definitive
proxy statement/prospectus will be sent to the stockholders of PGTI
seeking their approval of the Transaction and other related
matters.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT ON FORM S-4 AND THE PROXY
STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON
FORM S-4 WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR
INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT/PROSPECTUS,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING MASONITE,
PGTI, THE TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of these
documents, including the proxy statement/prospectus, and other
documents filed with the SEC by Masonite or PGTI through the
website maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Masonite will be made available
free of charge by accessing Masonite’s website at
https://www.masonite.com or by contacting Masonite’s Investor
Relations Department by phone at (813) 877-2726. Copies of
documents filed with the SEC by PGTI will be made available free of
charge by accessing PGTI’s website at https://pgtinnovations.com or
by contacting PGTI by submitting a message at
https://ir.pgtinnovations.com/investor-contact or by mail at 1070
Technology Drive, North Venice, FL 34275.
Participants in the Solicitation
Masonite, PGTI, and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the stockholders of PGTI in connection with the
Transaction under the rules of the SEC. Information about the
interests of the directors and executive officers of Masonite and
PGTI and other persons who may be deemed to be participants in the
solicitation of stockholders of PGTI in connection with the
Transaction and a description of their direct and indirect
interests, by security holdings or otherwise, will be included in
the proxy statement/prospectus related to the Transaction, which
will be filed with the SEC. Additional information about Masonite,
the directors and executive officers of Masonite and their
ownership of Masonite common shares is also set forth in the
definitive proxy statement for Masonite’s 2023 Annual Meeting of
Shareholders, as filed with the SEC on Schedule 14A on March 29,
2023 (and which is available at
https://www.sec.gov/Archives/edgar/data/893691/000119312523083032/d326829ddef14a.htm),
and other documents subsequently filed by Masonite with the SEC.
Information about the directors and executive officers of Masonite,
their beneficial ownership of common shares of Masonite, and
Masonite’s transactions with related parties is set forth in the
sections entitled “Directors, Executive Officers and Corporate
Governance” and “Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters” included in
Masonite’s annual report on Form 10-K for the fiscal year ended
January 1, 2023, which was filed with the SEC on February 28, 2023
(and which is available at
https://www.sec.gov/Archives/edgar/data/893691/000089369123000013/door-20230101.htm),
in Masonite’s Current Report on Form 8-K filed with the SEC on May
12, 2023 (and which is available at
https://www.sec.gov//Archives/edgar/data/893691/000089369123000037/door-20230511.htm),
and in the sections entitled “Proposal 1: Election of Directors,”
“Security Ownership of Certain Beneficial Owners and Management,”
and “Certain Relationships and Related Party Transactions” included
in Masonite’s definitive proxy statement for Masonite’s 2023 Annual
Meeting of Shareholders, as filed with the SEC on Schedule 14A on
March 29, 2023 and which is available at
https://www.sec.gov/Archives/edgar/data/893691/000119312523083032/d326829ddef14a.htm).
Information about the directors and executive officers of PGTI
and their ownership of PGTI common stock is also set forth in
PGTI’s definitive proxy statement in connection with its 2023
Annual Meeting of Stockholders, as filed with the SEC on April 28,
2023 (and which is available at
https://www.sec.gov/Archives/edgar/data/1354327/000119312523126009/d442491ddef14a.htm),
PGTI’s Current Report on Form 8-K filed with the SEC on July 3,
2023 (and which is available at
https://www.sec.gov/Archives/edgar/data/1354327/000095010323009816/dp196528_8k.htm),
and PGTI’s Current Report on Form 8-K filed with the SEC on
November 6, 2023 (and is available at
https://www.sec.gov/Archives/edgar/data/1354327/000095010323016034/dp202537_8k.htm).
Information about the directors and executive officers of PGTI,
their ownership of PGTI common stock, and PGTI’s transactions with
related persons is set forth in the sections entitled “Directors,
Executive Officers and Corporate Governance,” “Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder
Matters,” and “Certain Relationships and Related Transactions, and
Director Independence” included in PGTI’s annual report on Form
10-K for the fiscal year ended December 31, 2022, which was filed
with the SEC on February 27, 2023 (and which is available at
https://www.sec.gov/Archives/edgar/data/1354327/000095017023004543/pgti-20221231.htm),
and in the sections entitled “Board Highlights” and “Security
Ownership of Certain Beneficial Owners and Management” included in
PGTI’s definitive proxy statement in connection with its 2023
Annual Meeting of Stockholders, as filed with the SEC on April 28,
2023 (and which is available at
https://www.sec.gov/Archives/edgar/data/1354327/000119312523126009/d442491ddef14a.htm).
Additional information regarding the interests of such participants
in the solicitation of proxies in respect of the Transaction will
be included in the registration statement and proxy
statement/prospectus and other relevant materials to be filed with
the SEC when they become available These documents can be obtained
free of charge from the SEC’s website at www.sec.gov.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or the solicitation
of any vote of approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the 1933 Act.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240108643515/en/
Masonite Contacts: Richard Leland VP, FINANCE AND
TREASURER rleland@masonite.com 813.739.1808 Marcus Devlin DIRECTOR,
INVESTOR RELATIONS mdevlin@masonite.com 813.371.5839 Michael
Freitag / Jamie Moser / Sophie Throsby Joele Frank, Wilkinson
Brimmer Katcher 212-355-4449
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