FRUITLAND, Idaho and ST. LOUIS, March 21, 2022 (GLOBE NEWSWIRE) — Woodgrain Inc. (“Woodgrain”) and Huttig Building Products, Inc. (“Huttig” or the “Company”) RAP are pleased to announce that a definitive agreement has been reached whereby Woodgrain will acquire Huttig, a leading distributor of millwork, building materials and wood products. This acquisition will significantly expand Woodgrain’s distribution network, product offering and value-added services.
“Huttig has a long history as a value-added, service-driven and innovation-driven distributor. This acquisition will increase our footprint by expanding our network, and by adding Huttig’s expertise and resources to ours, we are positioned to bring even greater value to our respective customers and supply partners. We are thrilled to add the talented Huttig associates to our Woodgrain family,” said Kelly Dame, President and CEO of Woodgrain.
Jon Vrabely, President and CEO of Huttig, said, “We are confident that the Company’s comprehensive strategic alternatives review process, publicly announced in October 2021, has produced a tremendous outcome for our shareholders, partners and customers. determined that this premium, all-cash offering would create increased value for our shareholders, while providing continued growth opportunities for our associates. We are particularly pleased to have achieved an excellent outcome for all of our stakeholders with Woodgrain, as we have enjoyed a strong partnership with them for several decades. Our organizations share many of the same values, and we are confident that the Dame family will be great stewards of the Huttig brand and heritage that has existed since 1885.”
Woodgrain will acquire Huttig in an all-cash transaction valued at $10.70 per share, or approximately $350 million, including debt assumption. The acquisition is subject to a minimum offer of a majority of outstanding Huttig common stock and other customary closing conditions, and is expected to close in the second quarter of 2022 subject to regulatory approval. Huttig’s board of directors has unanimously approved the acquisition and recommends that Huttig shareholders tender their shares to the transaction.
Wells Fargo is acting as exclusive financial advisor to Woodgrain and will also act as sole underwriter for the financing of the transaction. Stoel Rives is Woodgrain’s legal counsel on the transaction.
Lincoln International is Huttig’s financial advisor. Baker McKenzie is Huttig’s legal counsel on the transaction.
About wood grain
Woodgrain is a leading woodworking operation with locations across the United States and Chile. With 68 years of know-how and quality service, Woodgrain is a major producer of mouldings, doors and windows. Woodgrain, Inc. is headquartered in Fruitland, Idaho, with six divisions and more than 30 manufacturing and warehousing facilities in the United States and South America. To find the distributor of Woodgrain products nearest you, visit www.woodgrain.com.
Huttig, now in its 138th year of business, is one of the nation’s largest distributors of millwork, building materials and wood products used primarily in new residential construction and renovation, renovation and repair work. . Huttig distributes its products through 25 distribution centers serving 41 states. Huttig’s wholesale distribution centers sell primarily to building supply dealers, national buying groups, home centers and industrial users, including manufacturers of manufactured homes.
Huttig forward-looking statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding Huttig’s management’s expectations regarding future conditions, including statements regarding the proposed transaction with Woodgrain, including timing, completion and expected effects of the transaction. In some cases, forward-looking statements include, but are not limited to, any statement that may project, indicate or imply future results, events, performance or achievements, and may contain the words “expect”, “have the intention to”, “plan”, “anticipate”, “estimate”, “believe”, “may”, “will”, “will continue”, “will probably result”, and similar expressions. Actual business, market or other conditions may differ materially from management’s expectations and, therefore, may affect Huttig’s sales and profitability, liquidity and future value.All forward-looking statements represent the opinions of management only as of the date and should not be relied upon. as representing the views of management as of a future date, and Huttig undertakes no obligation to update any forward-looking statements.
Among the risks, contingencies and uncertainties that could cause actual results to differ from those described in the forward-looking statements or that could cause the completion of the proposed transaction to fail, include the following: common stock of Huttig; the inability to obtain the necessary regulatory or governmental approvals for the proposed transaction, or if obtained, the possibility of being subject to conditions that could cause a material delay or abandonment of the proposed transaction or have an effect negative on Huttig; the continued availability of financing or alternatives to financing provided in Woodgrain’s debt covenant letter; non-compliance with required closing conditions; the risk that the proposed transaction will not be completed in a timely manner or at all; the effect of restrictions imposed on the ability of Huttig and its subsidiaries to operate their businesses under the merger agreement between Huttig and Woodgrain, including Huttig’s ability to seek alternatives to the proposed transaction; the risk of disruption resulting from the proposed transaction, including the diversion of Huttig’s management’s attention from ongoing business operations; the effect of the announcement of the proposed transaction on Huttig’s ability to retain and hire key employees; the effect of the announcement of the proposed transaction on Huttig’s business relationships, results of operations and business generally; the outcome of any legal proceedings that may be brought against Huttig in connection with the proposed transaction; the amount of costs, fees and expenses related to the proposed transaction; and the occurrence of any event giving rise to a party’s right to terminate the Merger Agreement.
Information describing other risks and uncertainties affecting Huttig that could cause actual results to differ materially from those in the forward-looking statements can be found in Huttig’s filings with the Securities and Exchange Commission (SEC), including, but not limited to, “Risk Factors” in Huttig’s most recent Annual Report on Form 10-K.
Notice to Huttig Investors and Security Holders
This press release relates to a public tender offer (the Offer) and a merger involving Huttig and Woodgrain. The Offer has not yet started. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities or a solicitation to vote or approve, and does not replace the tender offer documents or any other documents that Woodgrain or Huttig may file with the SEC or send to Huttig stockholders in connection with the Offer. The solicitation and offer to purchase common stock of Huttig will only be made pursuant to an offer to purchase and related public offering documents. At the time the offer is initiated, Woodgrain and its subsidiary (Merger Sub) will file a tender offer statement on Schedule TO and thereafter Huttig will file a solicitation/recommendation statement on Schedule 14D- 9 with the SEC regarding the offer. THE SUPPLY OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL, AND CERTAIN OTHER OFFERING MATERIALS) AND THE SOLICITATION/RECOMMENDATION STATEMENT IN SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ALL HOLDERS OF HUTTIG COMMON SHARES ARE ADVISED TO READ THESE MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE OFFERING OF THEIR COMMON SHARES. Investors and security holders of Huttig will be able to obtain the tender offer documents and any other documents filed with the SEC, free of charge, when they become available, at the SEC’s website, www.sec.govand, to the extent that Huttig has filed with the SEC, Huttig’s website, www.huttig.com, or by written request to Huttig at 555 Maryville University Drive, Suite 400, St. Louis, Missouri 63141, Attention: Corporate Secretary. In addition, copies of the tender offer documents filed with the SEC by Woodgrain and Merger Sub may be obtained, when filed, free of charge by directing a request to the Information Agent for the Offer, which will be named in Annex TO.
For more information contact:
Wood Grain: Pete Intza
Email: [email protected]
Huttig: Bernie Ferrari
Email: [email protected]