- Ply Gem Shareholders to Receive
$21.64 per Share in Cash
- CD&R and Golden Gate Capital
Enter into Definitive Agreement to Acquire Atrium Windows &
Doors and Merge the Company with Ply Gem to Form Industry-Leading
Building Products Company
Ply Gem Holdings, Inc. (NYSE:PGEM), a leading North American
building products manufacturer, and Clayton, Dubilier & Rice
(CD&R) announced today a definitive agreement under which
CD&R funds will acquire all of the outstanding shares of Ply
Gem common stock in a go-private transaction valued at
approximately $2.4 billion. Ply Gem’s board of directors
unanimously approved the agreement, which provides for the payment
of $21.64 per share in cash to all holders of Ply Gem common stock.
The cash purchase price represents a premium of approximately 20%
over Ply Gem’s closing stock price on January 30, 2018. Promptly
following entry into the agreement, stockholders holding greater
than 50% of the outstanding shares of Ply Gem common stock executed
a written consent to approve the transaction, thereby providing the
required stockholder approval.
CD&R has also entered into a definitive agreement to acquire
Atrium Windows & Doors and combine the company with Ply Gem to
create an exterior building products company with total revenue of
more than $2.4 billion in 2017. The transactions are expected to
close simultaneously in the second quarter of 2018 and are subject
to the receipt of customary closing conditions, including
regulatory approvals. Closing of the acquisition of Ply Gem is not
subject to the closing of the acquisition of Atrium. However,
assuming both transactions close simultaneously, CD&R funds
will own approximately 70% of the new privately-held company, and
Atrium shareholders, which include funds managed by Golden Gate
Capital, will hold approximately 30%.
The new Ply Gem will continue to be headquartered in Cary, NC,
and Gary E. Robinette, currently Chairman and CEO of Ply Gem, will
continue as Chairman and CEO. John Krenicki, a CD&R Operating
Partner and former Vice Chairman of General Electric Company, will
become Lead Director of the Board.
“The Ply Gem Board’s unanimous approval of this transaction is
based on the conviction that it delivers superior value to
shareholders,” said Gary E. Robinette, Chairman and CEO of Ply Gem.
“The strategic and operational excellence of CD&R and Golden
Gate will help strengthen the long-term growth of the company. This
support, along with the expanded business and product portfolio of
the new combined company, will establish a stronger window platform
with manufacturing scale and channel distribution advantages for
customers. Together with the talented Atrium team, we look forward
to providing exceptional value and service to all of our customers
and rewarding career opportunities for our associates.”
“We are excited to combine with Ply Gem and look forward to the
synergies that will be achieved through an enhanced product breadth
and stronger North American platform, which will allow us to drive
topline growth and customer value,” said Ron Cauchi, Atrium
CEO.
“This is a transformational milestone for two highly
complementary businesses,” said Nate Sleeper, Partner at CD&R.
“Together, Ply Gem and Atrium have a well-positioned platform
across North America, a deep set of capabilities to serve
customers, and a strong foundation for long-term growth and value
creation.”
“We are pleased to continue our partnership with Atrium and look
forward to working closely with Ply Gem and CD&R,” said Rajeev
Amara, Managing Director of Golden Gate Capital. “We believe
strongly in the long-term growth prospects of joining these two
great businesses.”
Credit Suisse served as financial advisor and Paul, Weiss,
Rifkind, Wharton & Garrison LLP served as legal advisor to Ply
Gem. CD&R has obtained committed financing from Bank of America
Merrill Lynch; Barclays; Deutsche Bank Securities, Inc; GS Bank
USA; J.P. Morgan; Jefferies Finance, LLC; MUFG; Natixis, New York
Branch; RBC Capital Markets, LLC; Societe Generale and UBS
Investment Bank. Debevoise & Plimpton LLP served as legal
advisor and Bank of America Merrill Lynch; Barclays; Deutsche Bank
Securities, Inc; Goldman Sachs & Co., LLC; J.P. Morgan; MUFG;
PJ Solomon an affiliate of Natixis; SG Americas Securities, LLC and
UBS Investment Bank served as financial advisor to CD&R in the
transaction. Jefferies LLC and Kirkland & Ellis served as
financial and legal advisors, respectively, to Atrium.
About Ply Gem
Ply Gem (NYSE: PGEM), headquartered in Cary, N.C., is a leading
manufacturer of building products in North America. Number one in
vinyl siding and in vinyl and aluminum windows, Ply Gem produces a
comprehensive product line of windows and patio doors, vinyl and
aluminum siding and accessories, designer accents, cellular PVC
trim and mouldings, vinyl fencing and railing, stone veneer,
roofing and gutterware products, used in both new construction and
home repair and remodeling across the United States and Canada.
Visit www.plygem.com for more information.
About Atrium Corporation
Established in 1948, Atrium is a nationally-recognized provider
of high quality windows and doors to the new construction and
repair and remodel markets. The company operates a nationwide
network of manufacturing facilities and sells a comprehensive line
of products in all 50 states and Canada. Atrium generated
approximately $350 million of revenue in 2017. For more information
on Atrium and its quality window and door products, visit
www.atrium.com.
About Clayton, Dubilier & Rice
Founded in 1978, Clayton, Dubilier & Rice is a private
investment firm. Since inception, CD&R has managed the
investment of $25 billion in 77 companies with an aggregate
transaction value of more than $100 billion. The Firm has offices
in New York and London. For more information, visit
www.cdr-inc.com.
About Golden Gate Capital
Golden Gate Capital is a San Francisco-based private equity
investment firm with over $15 billion of capital under
management. The principals of Golden Gate Capital have a long and
successful history of investing across a wide range of industries
and transaction types, including going-privates, corporate
divestitures, and recapitalizations, as well as debt and public
equity investments. For more information,
visit www.goldengatecap.com.
Forward-Looking Statements
This press release and oral statements made from time to time by
Ply Gem’s representatives may contain certain statements that are
not historical facts, including Ply Gem’s plans to consummate the
transaction, including the related financing transactions, as well
as the terms and conditions of such transactions and the timing
thereof. Those statements constitute “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements involve known and unknown risks,
uncertainties and other factors that could cause Ply Gem’s actual
results to differ materially from the results expressed in or
implied by Ply Gem’s forward-looking statements, including (i)
conditions to the closing of the transaction may not be satisfied;
(ii) the transaction may involve unexpected costs, liabilities or
delays; (iii) the business of Ply Gem may suffer as a result of
uncertainty surrounding the transaction; (iv) the outcome of any
legal proceedings related to the transaction; (v) Ply Gem may be
adversely affected by other economic, business, and/or competitive
factors; (vi) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
transaction agreement; (vii) other risks to consummation of the
transaction, including with respect to the financing and the risk
that the transaction will not be consummated within the expected
time period or at all ; and (viii) other factors discussed in Ply
Gem’s news releases, public statements and/or filings with the
Securities and Exchange Commission, including Ply Gem’s most recent
Annual and Quarterly Reports on Form 10-K and Form 10-Q. Many of
these factors are outside of Ply Gem’s control and all of these
factors are difficult or impossible to predict accurately. Ply Gem
undertakes no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Additional Information and Where to Find It
Ply Gem will prepare an information statement on Schedule 14C
for its stockholders with respect to the approval of the
transaction described herein. When completed, the information
statement will be mailed to Ply Gem’s stockholders. Ply Gem may be
filing other documents with the SEC as well. You may obtain copies
of all documents filed with the SEC regarding this transaction,
free of charge, at the SEC’s website, http://www.sec.gov or from
Ply Gem by directing a request by mail or telephone to [5020 Weston
Parkway, Suite 400, Cary, NC 27513, Attention: Shawn Poe, Investor
Relations, (919)677-3901, investors@plygem.com].
View source
version on businesswire.com: http://www.businesswire.com/news/home/20180131005779/en/
Ply Gem Holdings, Inc.Shawn Poe, 919-677-3901Investor
Relationsinvestors@plygem.com
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