PGT Innovations, Inc. (“PGTI” or the “Company”) (NYSE: PGTI)
today announced that its stockholders voted to approve the
definitive merger agreement with MIWD Holding Company LLC (“MITER
Brands”) and an amendment to the Amended and Restated Certificate
of Incorporation of the Company at a special meeting of the
Company’s stockholders.
The final voting results for the special meeting was filed in a
Form 8-K with the U.S. Securities and Exchange Commission on March
18, 2024.
As previously announced, under the terms of the definitive
merger agreement, MITER Brands will acquire all of the outstanding
shares of PGTI common stock for $42.00 per share in cash. The
transaction will be financed in part by an equity investment from
an affiliate of Koch Equity Development LLC (“KED”), the principal
investment and acquisition arm of Koch Industries, Inc. (“KII”),
that is a current investor in MITER Brands. The transaction is
expected to close later this month. Upon completion of the
transaction, PGTI will become a privately held company, and its
common stock will no longer be listed on any public market.
About PGTI
PGTI manufactures and supplies premium windows, doors, and
garage doors. Its highly engineered and technically advanced
products can withstand some of the toughest weather conditions on
Earth and are revolutionizing the way people live by unifying
indoor and outdoor living spaces. PGTI creates value through deep
customer relationships, understanding the unstated needs of the
markets it serves, and a drive to develop category-defining
products. The PGTI family of brands include CGI®, PGT® Custom
Windows and Doors, WinDoor®, Western Window Systems, Anlin Windows
& Doors, Eze-Breeze®, Eco Window Systems, NewSouth Window
Solutions, and Martin Door. The Company’s brands, in their
respective markets, are a preferred choice of architects, builders,
and homeowners throughout North America and the Caribbean. Their
high-quality products are available in custom and standard sizes
with massive dimensions that allow for unlimited design
possibilities in residential, multi-family, and commercial
projects. For additional information, visit
http://www.pgtinnovations.com.
About MITER Brands
Founded in 1947, MITER Brands is a residential window and door
manufacturer that produces a portfolio of window and door brands
for the new construction and replacement segments with an
owner-operated, family-first approach. MITER Brands is the
combination of two fast-growing regional product brands: MI Windows
and Doors and Milgard Windows and Doors, and is a nationwide
supplier of precision-built and energy-efficient products with more
than 10 manufacturing facilities throughout the United States.
MITER Brands instills confidence and drives quality customer
experiences through optimized manufacturing, valued relationships,
and dedicated team members coast to coast. For more information,
visit www.miterbrands.com.
About KED
KED is the principal investment and acquisition arm of KII, one
of the largest privately held businesses in America. Since 2012,
KED has deployed more than $35 billion in equity investments and
acquisitions. With as high as $125 billion of revenue, KII is a
U.S.-based business and, along with the Koch companies, has 120,000
global employees operating in more than 60 countries.
Forward Looking Statements
This communication contains “forward-looking statements” within
the United States Private Securities Litigation Reform Act of 1995.
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,
dated as of January 16, 2024, among PGTI, MITER Brands and RMR
MergeCo, Inc. (the “Transaction”), including the expected time
period to consummate the Transaction. 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 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; the occurrence of any event, change or other
circumstances that could give rise to the termination of the
definitive agreement; 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 PGTI’s common stock; 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 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 potential litigation relating to the
Transaction that could be instituted against PGTI or its directors
and/or officers; 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 rating
agency actions 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 PGTI’s control. All
such factors are difficult to predict and are beyond our control,
including 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 website of the Securities Exchange Commission 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. PGTI does not assume 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240318195182/en/
For MITER Brands: Ira Gorsky
/ Patrick Ryan miterbrands@edelmansmithfield.com 732.740.5872
For PGTI: Investors:
Craig Henderson Chief Financial Officer
CHenderson@PGTInnovations.com 941.480.1600 Media: Stephanie
Cz Corporate Communications and PR Manager SCz@PGTInnovations.com
941.480.1600 FGS Global PGTI@fgsglobal.com 212.687.8080
PGT (NYSE:PGTI)
Historical Stock Chart
From Jan 2025 to Feb 2025
PGT (NYSE:PGTI)
Historical Stock Chart
From Feb 2024 to Feb 2025