Masonite Reiterates the Compelling Value of its Agreement to Acquire PGT Innovations

Masonite International Corporation (“Masonite” or the “Company”), a leading global designer, manufacturer, marketer and distributor of interior and exterior doors and premium door systems, issued the following statement.

“Masonite remains fully committed to the transaction with PGT Innovations, Inc. (“PGT Innovations” or “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.

To view the original release, click here.

About Masonite International Corporation

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.

Contact:

Richard Leland – Vice President, Finance & Treasurer – rleland@masonite.com – (813) 739-1808

Source: Masonite International Corporation