Owens Corning (NYSE:OC) entered into an agreement to acquire Masonite International Corporation for $3 billion.
The Board of Directors of the both companies have unanimously approved the transaction. The obligation of the parties to consummate the arrangement is subject to the satisfaction or waiver of certain customary mutual closing conditions, including (a) the adoption of a resolution approving the arrangement by at least two-thirds of the votes cast on the arrangement Resolution by the Masonite shareholders entitled to vote thereon and represented in person or by proxy at the special meeting (b) the issuance of interim and final orders by the Supreme Court of British Columbia approving the arrangement, (c) 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 transaction is expected to close mid-2024.
Benjamin M. Roth, Elina Tetelbaum of Wachtell, Lipton, Rosen & Katz acted as legal advisor to Masonite International. 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 advisor to Owens Corning. Morgan Stanley & Co. LLC and Lazard Freres & Co. LLC acted as financial advisor to Owens Corning. Goldman Sachs & Co. LLC and Jefferies LLC acted as fairness and financial advisor to Masonite International. Stikeman Elliott acted as legal advisor to Owens Corning. Cassels Brock & Blackwell acted as legal advisor to Masonite.