Woodgrain, Inc. Announces Commencement of the Tender Offer for All Outstanding Shares of Huttig Building Products, Inc.
Woodgrain Inc. (“Parent”) announced today that its affiliate, HBP Merger Sub, Inc. (“Purchaser”), commenced the previously announced cash tender offer for all of the issued and outstanding shares of Common Stock (the “Shares”) of Huttig Building Products, Inc. (Nasdaq: HBP) (“Huttig”) at a price of $10.70 per share, net to the seller, in cash, without interest and less applicable withholding taxes. The tender offer is being made pursuant to the merger agreement (the “Merger Agreement”) executed on March 20, 2022 and announced by Woodgrain and Huttig on March 21, 2022.
The $10.70 per share all-cash tender offer is being made pursuant to an Offer to Purchase dated March 28, 2022, and represents a premium of approximately 12.6% over Huttig’s closing share price on March 21, 2022, the last trading day prior to announcement of the transaction with Huttig; a premium of approximately 13.1% to the 30-day volume-weighted average price over the 30-day trading period ended March 21, 2022; and a premium of approximately 105% to the closing price on October 13, 2021, the date Huttig publicly announced it was considering strategic alternatives.
A tender offer statement on Schedule TO that includes the Offer to Purchase and related Letter of Transmittal setting forth the terms and conditions of the tender offer has been filed today with the U.S. Securities and Exchange Commission (the “SEC”) by Purchaser. Additionally, Huttig is filing a solicitation/recommendation statement on Schedule 14D-9 that will include the recommendation of Huttig’s board of directors that Huttig’s stockholders tender their shares in the tender offer.
The tender offer will expire one minute after 11:59 P.M., New York City time on April 25, 2022, unless the tender offer is extended in accordance with the terms of the Merger Agreement and the applicable rules and regulations of the SEC. The completion of the tender offer is conditioned upon, among other things, (i) a minimum number of Shares validly tendered and not validly withdrawn in the tender offer such that, together with the number of Shares then owned by Purchaser or its affiliates (if any), Purchaser will have, immediately after giving effect to the acceptance of payment for Shares in the tender offer, at least one vote more than 50% of the aggregate voting power of all issued and outstanding Shares, (ii) expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 and (iii) other customary closing conditions.
Following the completion of the tender offer, and subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, the Purchaser will, as soon as practicable, merge with and into Huttig, with Huttig continuing as the surviving corporation and as a wholly owned subsidiary of Parent, under Section 251(h) of the Delaware General Corporation Law, without prior notice to, or any action by, any other stockholder of Huttig. Upon completion of the transaction, Huttig will cease to be a publicly traded company.
Georgeson LLC is acting as information agent for Huttig in the tender offer. Computershare Trust Company, N.A. is acting as depositary and paying agent in the tender offer. Requests for documents and questions regarding the tender offer may be directed to Georgeson LLC by telephone at 888-607-9252.
Woodgrain is one of the leading millwork operations with locations throughout the United States and Chile. With 68 years of quality craftsmanship and service, Woodgrain is a leading producer of mouldings, doors, and windows. Woodgrain, Inc. is headquartered in Fruitland, Idaho with six divisions and over 30 manufacturing and warehouse facilities in the United States and South America.
Huttig, currently in its 138th year of business, is one of the largest domestic distributors of millwork, building materials and wood products used principally in new residential construction and in-home improvement, remodeling and repair work. Huttig distributes its products through 25 distribution centers serving 41 states. Huttig’s wholesale distribution centers sell principally to building materials dealers, national buying groups, home centers and industrial users, including makers of manufactured homes.
Bernie Ferrari – Media Contact – firstname.lastname@example.org – (314) 216-2898
Source: Huttig Building Products, Inc.