Masonite International Corporation (NYSE: DOOR) (“Masonite”)
today announced that its shareholders have voted to approve the
Company’s proposed transaction with Owens Corning at its Special
Meeting of Shareholders. As previously announced, under the terms
of the transaction, Masonite shareholders will receive $133.00 per
share in cash in connection with the closing of the
transaction.
Howard Heckes, President and Chief Executive Officer of
Masonite, said, “We thank our shareholders for their overwhelming
support of this transaction. Together with Owens Corning, we will
be even better positioned to continue transforming the door
industry through the execution of our proven Doors That Do More™
strategy. We will continue working to complete the transaction and
are committed to a smooth transition for our stakeholders.”
Masonite continues to expect to complete the transaction in
mid-2024, subject to remaining regulatory approvals and other
customary closing conditions including issuance of the final order
by the Supreme Court of British Columbia approving the plan of
arrangement.
Approximately 99% of the votes cast at the Special Meeting voted
in favor of the transaction. Masonite will disclose the final vote
results, as certified by the independent inspector of elections, on
a Current Report on Form 8-K with the U.S. Securities and Exchange
Commission (the “SEC”).
ABOUT MASONITE
Masonite International Corporation is a leading global designer,
manufacturer, marketer and distributor of interior and exterior
doors 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 6,600 customers globally. Additional information
about Masonite can be found at www.masonite.com.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements present our current forecasts and estimates of future
events. These statements do not strictly relate to historical or
current results and can be identified by words such as
“anticipate,” “appear,” “assume,” “believe,” “estimate,” “expect,”
“forecast,” “intend,” “likely,” “may,” “plan,” “project,” “seek,”
“should,” “strategy,” “will,” “can,” “could,” “predict,” “future,”
“potential,” “intend,” “forecast,” “look,” “build,” “focus,”
“create,” “work,” “continue,” “target,” “poised,” “advance,”
“drive,” “aim,” “approach,” “seek,” “schedule,” “position,”
“pursue,” “progress,” “budget,” “outlook,” “trend,” “guidance,”
“commit,” “on track,” “objective,” “goal,” “opportunity,”
“ambitions,” “aspire” and variations of negatives of such terms or
variations thereof. Other words and terms of similar meaning or
import in connection with any discussion of future plans, actions,
events or operating, financial or other performance identify
forward-looking statements.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements regarding
the transactions contemplated by the arrangement agreement by and
among Masonite, Owens Corning and MT Acquisition Co ULC, an
indirect wholly owned subsidiary of Owens Corning (“Purchaser”) (the “Agreement”), pursuant to which Purchaser will
acquire all of the issued and outstanding common shares of Masonite
at a purchase price of $133.00 per share (the “Arrangement”), including the Arrangement (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, assumptions and other factors, many of which are
beyond the control of Masonite and Owens Corning, that could cause
actual results to differ materially from the results projected in
such forward-looking statements. These risks, uncertainties,
assumptions and other factors include, without limitation:
statements regarding the expected timing and structure of the
Transaction; the ability of the parties to complete the
Transaction; the expected benefits of the Transaction, such as
improved operations, enhanced revenues and cash flow, synergies,
growth potential, market profile, business plans, expanded
portfolio and financial strength; the timing, receipt and terms and
conditions of any required governmental, court and regulatory
approvals of the Transaction; the ability of Owens Corning to
successfully integrate the operations of Masonite and to achieve
expected synergies; cost reductions and/or productivity
improvements, including the risk that problems may arise 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
Agreement; 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 common shares;
the risk that the Transaction and its announcement could have an
adverse effect on the parties’ business relationships and
businesses generally, including the ability of Masonite and Owens
Corning 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; unexpected future
capital expenditures; potential litigation relating to the
Transaction that could be instituted against Masonite and/or Owens
Corning or their respective directors and/or officers;; 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; legal, economic
and regulatory conditions; and any assumptions underlying any of
the foregoing; levels of residential and commercial or industrial
construction activity; demand for Masonite and Owens Corning
products; industry and economic conditions including, but not
limited to, supply chain disruptions, recessionary conditions,
inflationary pressures, interest rate and financial market
volatility and the viability of banks and other financial
institutions; availability and cost of energy and raw materials;
levels of global industrial production; competitive and pricing
factors; relationships with key customers and customer
concentration in certain areas; issues related to acquisitions,
divestitures and joint ventures or expansions; various events that
could disrupt operations, including climate change, weather
conditions and storm activity such as droughts, floods, avalanches
and earthquakes, cybersecurity attacks, security threats and
governmental response to them, and technological changes;
legislation and related regulations or interpretations, in the
United States or elsewhere; domestic and international economic and
political conditions, policies or other governmental actions, as
well as war and civil disturbance; changes to tariff, trade or
investment policies or laws; uninsured losses, including those from
natural disasters, catastrophes, pandemics, theft or sabotage;
environmental, product-related or other legal and regulatory
unforeseen or unknown liabilities, proceedings or actions; research
and development activities and intellectual property protection;
issues involving implementation and protection of information
technology systems; foreign exchange and commodity price
fluctuations; levels of indebtedness; liquidity and the
availability and cost of credit; rating agency actions and
Masonite’s ability to access short- and long-term debt markets on a
timely and affordable basis; the level of fixed costs required to
run Masonite’s businesses; levels of goodwill or other
indefinite-lived intangible assets; labor disputes or shortages,
changes in labor costs and labor difficulties; effects of industry,
market, economic, legal or legislative, political or regulatory
conditions outside of Masonite’s control; and other factors
detailed from time to time in Masonite’s SEC filings.
All forward-looking statements in this communication should be
considered in the context of the risks and other factors described
above and in the specific factors discussed under the heading “Risk
Factors” in both Masonite’s and Owens Corning’s most recent Annual
Report on Form 10-K filed with the SEC, in each case as these risk
factors are amended or supplemented by subsequent Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K, which are
incorporated by reference into the definitive proxy statement filed
by Masonite with the SEC on March 22, 2024. Masonite’s reports that
are filed with the SEC are available on Masonite’s website at
https://investor.masonite.com/ and on the SEC’s website at
http://www.sec.gov, and Owens Corning’s reports that are filed with
the SEC are available on Owens Corning’s website at
https://investor.owenscorning.com/investors and on the SEC website
at http://www.sec.gov. Any forward-looking statements speak only as
of the date the statement is made and we undertake no obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law. It is not possible to identify all of the risks,
uncertainties and other factors that may affect future results. In
light of these risks and uncertainties, the forward-looking events
and circumstances discussed herein may not occur and actual results
may differ materially from those anticipated or implied in the
forward-looking statements. Accordingly, readers are cautioned not
to place undue reliance on any forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20240425489895/en/
Investor Contacts: Richard Leland VP, FINANCE AND
TREASURER 813.739.1808 | rleland@masonite.com
Marcus Devlin DIRECTOR, INVESTOR RELATIONS 813.371.5839 |
mdevlin@masonite.com
Media Contacts: Tali Epstein / Jim Golden / Jude Gorman
Collected Strategies Masonite-CS@collectedstrategies.com
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