Owens Corning (NYSE:OC) entered into an agreement to acquire Masonite International Corporation for $3 billion.
The obligation of the parties to consummate the arrangement is subject to the satisfaction or waiver of certain customary mutual closing conditions, including approval of Masonite shareholders, the issuance of interim and final orders by the Supreme Court of British Columbia approving the arrangement, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of certain required regulatory clearances and approvals in other jurisdictions under applicable antitrust and foreign direct investment laws and regulations, including in Canada, Mexico and the United Kingdom. The Board of Directors of both the companies have unanimously approved the transaction. The special meeting of Masonite shareholders is expected to be held on April 25, 2024. The transaction is expected to close in mid-2024.
Benjamin M. Roth and Elina Tetelbaum of Wachtell, Lipton, Rosen & Katz acted as legal advisors to Masonite. James Dougherty, Cheryl Chan, Jennifer S. Conway, Vanessa L. Jackson, Marcel Fausten, William A. Curran, Ronan P. Harty, Pritesh P. Shah and David A. Zilberberg of Davis Polk & Wardwell LLP acted as legal advisors to Owens Corning. Morgan Stanley & Co. LLC and Lazard Freres & Co. LLC acted as financial advisors to Owens Corning. Goldman Sachs & Co. LLC and Jefferies LLC acted as fairness opinion providers and financial advisors to Masonite. Morgan Stanley and Goldman Sachs also provided due diligence services. Stikeman Elliott acted as legal advisor to Owens Corning. Cassels Brock & Blackwell acted as legal advisor to Masonite. American Stock Transfer & Trust Company acted as the depositary and transfer agent to Masonite. D.F. King & Co., Inc acted as proxy solicitor to Masonite for a fee of approximately $25,000. Masonite has agreed to pay Goldman Sachs a transaction fee of approximately $35 million, all of which is contingent upon consummation of the arrangement. Masonite has agreed to pay Jefferies for its financial advisory services in connection with the arrangement a fee of $5 million payable upon delivery of Jefferies? opinion, which fee is not contingent upon consummation of the arrangement.