James Hardie and AZEK to Combine Creating a Leading Building Products Growth Platform
James Hardie (JHX) and AZEK have announced a definitive agreement to combine in a transaction valued at $8.75 billion, including AZEK's net debt of $386 million. Under the agreement, AZEK shareholders will receive $26.45 in cash and 1.0340 JHX ordinary shares for each AZEK share, representing a total value of $56.88 per share and a 26% premium.
The merger creates a leading exterior and outdoor living building products platform, uniting complementary products across siding, exterior trim, decking, railing, and pergolas. Post-transaction, JHX and AZEK shareholders will own approximately 74% and 26% of the combined company, respectively.
Key financial highlights include:
- Expected generation of at least $350 million in additional annual adjusted EBITDA from synergies
- Combined net sales of $5.9 billion and adjusted EBITDA of $1.8 billion
- Cost synergies of $125 million and commercial synergies of $500 million
- Projected annual free cash flow exceeding $1 billion once synergies are realized
The transaction is expected to close in the second half of 2025, subject to regulatory approvals and AZEK shareholder approval.
James Hardie (JHX) e AZEK hanno annunciato un accordo definitivo per una fusione del valore di 8,75 miliardi di dollari, inclusi i debiti netti di AZEK pari a 386 milioni di dollari. Secondo l'accordo, gli azionisti di AZEK riceveranno 26,45 dollari in contanti e 1,0340 azioni ordinarie di JHX per ogni azione di AZEK, rappresentando un valore totale di 56,88 dollari per azione e un premio del 26%.
La fusione crea una piattaforma leader nel settore dei prodotti per l'edilizia esterna e per la vita all'aperto, unendo prodotti complementari in ambito rivestimenti, finiture esterne, decking, ringhiere e pergolati. Dopo la transazione, gli azionisti di JHX e AZEK possiederanno rispettivamente circa il 74% e il 26% della società combinata.
Le principali evidenze finanziarie includono:
- Generazione attesa di almeno 350 milioni di dollari in EBITDA annuale aggiustato grazie alle sinergie
- Vendite nette combinate di 5,9 miliardi di dollari e EBITDA aggiustato di 1,8 miliardi di dollari
- Sinergie di costo pari a 125 milioni di dollari e sinergie commerciali di 500 milioni di dollari
- Flusso di cassa libero annuale previsto superiore a 1 miliardo di dollari una volta realizzate le sinergie
La transazione dovrebbe chiudersi nella seconda metà del 2025, soggetta ad approvazioni regolatorie e all'approvazione degli azionisti di AZEK.
James Hardie (JHX) y AZEK han anunciado un acuerdo definitivo para combinarse en una transacción valorada en 8,75 mil millones de dólares, incluyendo la deuda neta de AZEK de 386 millones de dólares. Según el acuerdo, los accionistas de AZEK recibirán 26,45 dólares en efectivo y 1,0340 acciones ordinarias de JHX por cada acción de AZEK, lo que representa un valor total de 56,88 dólares por acción y una prima del 26%.
La fusión crea una plataforma líder en productos de construcción para exteriores y vida al aire libre, uniendo productos complementarios en revestimientos, molduras exteriores, terrazas, barandillas y pérgolas. Tras la transacción, los accionistas de JHX y AZEK poseerán aproximadamente el 74% y el 26% de la compañía combinada, respectivamente.
Los aspectos financieros clave incluyen:
- Generación esperada de al menos 350 millones de dólares en EBITDA ajustado anual adicional a partir de sinergias
- Ventas netas combinadas de 5,9 mil millones de dólares y EBITDA ajustado de 1,8 mil millones de dólares
- Sinergias de costos de 125 millones de dólares y sinergias comerciales de 500 millones de dólares
- Flujo de caja libre anual proyectado que superará los 1 mil millones de dólares una vez que se realicen las sinergias
Se espera que la transacción se cierre en la segunda mitad de 2025, sujeta a aprobaciones regulatorias y a la aprobación de los accionistas de AZEK.
제임스 하디(JHX)와 AZEK는 87억 5천만 달러 규모의 거래로 결합하기 위한 확정 계약을 발표했습니다. 여기에는 AZEK의 순부채 3억 8천6백만 달러가 포함됩니다. 계약에 따라 AZEK 주주들은 AZEK 주식 1주당 26.45달러 현금과 1.0340 JHX 보통주를 받게 되며, 이는 주당 총 가치 56.88달러와 26%의 프리미엄을 나타냅니다.
이번 합병은 외장 및 야외 생활 건축 제품 플랫폼을 선도하며, 외장재, 외부 장식, 데크, 난간 및 퍼골라에 걸쳐 보완적인 제품을 통합합니다. 거래 후 JHX와 AZEK 주주들은 각각 약 74%와 26%의 결합 회사 지분을 소유하게 됩니다.
주요 재무 하이라이트는 다음과 같습니다:
- 시너지 효과로 인해 연간 조정 EBITDA가 최소 3억 5천만 달러 이상 발생할 것으로 예상
- 결합된 순매출 59억 달러 및 조정 EBITDA 18억 달러
- 1억 2천5백만 달러의 비용 시너지 및 5억 달러의 상업 시너지
- 시너지가 실현되면 연간 자유 현금 흐름이 10억 달러를 초과할 것으로 예상
이번 거래는 2025년 하반기에 마무리될 것으로 예상되며, 규제 승인 및 AZEK 주주 승인에 따라 달라질 수 있습니다.
James Hardie (JHX) et AZEK ont annoncé un accord définitif pour fusionner dans une transaction d'une valeur de 8,75 milliards de dollars, y compris la dette nette d'AZEK de 386 millions de dollars. Selon l'accord, les actionnaires d'AZEK recevront 26,45 dollars en espèces et 1,0340 actions ordinaires de JHX pour chaque action d'AZEK, représentant une valeur totale de 56,88 dollars par action et une prime de 26 %.
La fusion crée une plateforme leader dans le secteur des produits de construction extérieurs et de vie en plein air, unissant des produits complémentaires dans les domaines des revêtements, des garnitures extérieures, des terrasses, des rampes et des pergolas. Après la transaction, les actionnaires de JHX et d'AZEK posséderont respectivement environ 74 % et 26 % de la société combinée.
Les principaux points financiers incluent:
- Génération attendue d'au moins 350 millions de dollars d'EBITDA ajusté annuel supplémentaire grâce aux synergies
- Ventes nettes combinées de 5,9 milliards de dollars et EBITDA ajusté de 1,8 milliard de dollars
- Synergies de coûts de 125 millions de dollars et synergies commerciales de 500 millions de dollars
- Flux de trésorerie disponible annuel projeté dépassant 1 milliard de dollars une fois les synergies réalisées
La transaction devrait être finalisée au cours de la seconde moitié de 2025, sous réserve des approbations réglementaires et de l'approbation des actionnaires d'AZEK.
James Hardie (JHX) und AZEK haben eine endgültige Vereinbarung zur Fusion in einer Transaktion im Wert von 8,75 Milliarden Dollar bekannt gegeben, einschließlich der Nettoverschuldung von AZEK in Höhe von 386 Millionen Dollar. Laut der Vereinbarung erhalten AZEK-Aktionäre 26,45 Dollar in bar und 1,0340 JHX-Stammaktien für jede AZEK-Aktie, was einen Gesamtwert von 56,88 Dollar pro Aktie und eine Prämie von 26 % darstellt.
Die Fusion schafft eine führende Plattform für Außen- und Wohnprodukte, die komplementäre Produkte in den Bereichen Verkleidung, Außenverkleidung, Terrassendielen, Geländer und Pergolen vereint. Nach der Transaktion werden die Aktionäre von JHX und AZEK voraussichtlich etwa 74 % bzw. 26 % des kombinierten Unternehmens besitzen.
Wichtige finanzielle Highlights sind:
- Erwartete Generierung von mindestens 350 Millionen Dollar zusätzlichem jährlichen bereinigten EBITDA durch Synergien
- Kombinierte Nettoumsätze von 5,9 Milliarden Dollar und bereinigtes EBITDA von 1,8 Milliarden Dollar
- Kostensynergien von 125 Millionen Dollar und kommerzielle Synergien von 500 Millionen Dollar
- Prognostizierter jährlicher Free Cashflow von über 1 Milliarde Dollar, sobald die Synergien realisiert sind
Die Transaktion wird voraussichtlich in der zweiten Hälfte des Jahres 2025 abgeschlossen, vorbehaltlich der Genehmigungen der Aufsichtsbehörden und der Zustimmung der AZEK-Aktionäre.
- Transaction expected to be accretive to JHX's cash earnings per share in first full fiscal year
- Combined company to generate robust annual free cash flow exceeding $1 billion
- Expands total addressable market in North America to $23 billion
- Expected to accelerate JHX's revenue growth by 250 basis points
- Significant synergies with $350 million additional annual adjusted EBITDA
- Increases leverage with pro forma net debt to LTM adjusted EBITDA ratio of ~2.8x
- Full synergy benefits will take 3-5 years to realize
- Requires significant debt financing for cash portion of transaction
- Subject to regulatory approval risks
Insights
This acquisition represents a transformative strategic move for James Hardie, creating a comprehensive building products platform that significantly expands its total addressable market to
The financial metrics of this deal are compelling. The combined company will generate
This transaction directly accelerates James Hardie's growth trajectory by over
The complementary product portfolios create substantial cross-selling opportunities across both companies' contractor networks and customer bases. Both companies excel at driving material conversion and maintaining premium positioning in their respective categories, which should enhance their combined market penetration capabilities.
This merger creates a distinctly advantaged building products platform combining two category leaders with complementary exterior product offerings. The strategic rationale centers on three key elements: expanded product portfolio, accelerated material conversion, and enhanced scale.
By uniting James Hardie's fiber cement siding with AZEK's composite decking and outdoor living products, the combined entity offers a complete "wrap the house" solution. This integration addresses the overlapping consumer journey for exterior home projects, creating significant cross-selling opportunities through each company's established contractor networks.
Both companies have successfully executed material conversion strategies - replacing traditional materials (wood, vinyl) with more durable, lower-maintenance alternatives. This shared focus on innovation and material science creates natural synergies in R&D and product development. The combined company can leverage these capabilities across a broader product set.
The
The dual-listing strategy (maintaining ASX listing while adding NYSE listing) expands the investor base and provides broader index inclusion opportunities in the U.S. market, potentially driving valuation expansion. This creates a uniquely positioned building products company with global scale and brand recognition.
AZEK's consistent
Combines World-Class Talent with Shared Cultures Focused on Providing Winning Solutions Across the Customer Value Chain
Unites Highly Complementary Offerings of Leading Exterior Brands and Significantly Expands James Hardie’s Total Addressable Market
Expected to Accelerate James Hardie’s Revenue Growth Trajectory and Generate at Least
Expected to be Accretive to James Hardie’s Cash Earnings Per Share in First Full Fiscal Year After Closing
Combined Company’s Compelling Value Proposition, Increased Scale, Significant Runway for Enhanced Financial Growth and Two Major Global Listings Unlocks Potential for Valuation Uplift
Companies to Host Investor Conference Call Today, March 24, 2025 at 9:00am Australian Eastern Daylight Time / March 23, 2025 at 6:00pm
Under the terms of the Agreement, AZEK shareholders will receive
The combination of James Hardie and AZEK will create a leading exterior and outdoor living building products growth platform with efficient scale and profitability supported by leading brands driving material conversion. By bringing together highly complementary products that span siding, exterior trim, decking, railing and pergolas, the combined company will offer a comprehensive and innovative material replacement solution to homeowners, customers and contractors.
“This combination with AZEK is an extraordinary opportunity to accelerate our growth strategy, deliver enhanced and differentiated solutions to our customers and drive shareholder value,” said Aaron Erter, James Hardie CEO. “We are uniting two highly complementary companies with large material conversion opportunities and shared cultures centered around providing winning solutions to our customers and contractors. Together, we will be well positioned to drive sustained above market growth as a leader across attractive categories for the exterior of the home. The consumer journeys for siding and decking often overlap and both companies have excelled at demand creation for the homeowner and innovative products and solutions for the contractor. Additionally, given the substantial opportunity to drive synergies and James Hardie and AZEK’s shared discipline around operational efficiency, we expect to significantly enhance the combined company’s profitability and cash flow. On behalf of the entire James Hardie team, I look forward to welcoming the talented AZEK team to the James Hardie family and together extending our track record of success.”
“Over AZEK’s more than 40-year history, we have made strategic investments in innovation, capabilities and talent, driving sustained above-market growth with our industry-leading brands, including TimberTech and AZEK Exteriors, and delivering an attractive margin profile with significant opportunities for expansion ahead. Building upon our proven track record of success, today marks an exciting start to the next phase of AZEK’s journey to further accelerate growth and material conversion,” said AZEK CEO, Jesse Singh. “Together with James Hardie, we are delivering value to AZEK shareholders and providing them meaningful participation in the long-term secular and financial growth opportunities created by the combined company. We are bringing together two customer-centric organizations with a shared commitment to innovation and building a better, more sustainable and resilient future, and we are excited about the opportunities ahead.”
Compelling Strategic and Financial Benefits
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Creates a leading exterior and outdoor living growth platform: The transaction brings together two high-growth companies with complementary product offerings across major categories on the exterior of the home. James Hardie’s and AZEK’s brands benefit from efficiencies of scale and innovative products and, when combined, will create a compelling proposition across the customer value chain. The addition of AZEK, which has averaged more than
15% net sales growth in its residential business segment over the last seven years, will materially enhance James Hardie’s top-line growth trajectory. As a result of the combination, over the next five years, the annual growth rates of James Hardie’s net sales and adjusted EBITDA are expected to accelerate by more than 250 basis points and 300 basis points, respectively. -
Accelerates material conversion-led growth: Both companies have a long history of material conversion-led growth; each offering products with compelling aesthetics and durability. The combined company will increase its total addressable market in
North America to$23 billion - Provides customers a comprehensive solution of sustainable exterior and outdoor living brands: Together, James Hardie and AZEK provide a full-wrap and complementary solution for the exterior of the home, offering beautiful, resilient, fire, pest and weather resistant products that are easy to install with reduced maintenance and lower lifecycle costs. The combination will allow James Hardie to deliver significant benefits to all of its partners throughout the customer value chain.
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Delivers best-in-class financial profile: The combination of James Hardie and AZEK creates a company with an accelerated growth rate, peer-leading profitability and robust cash generation. In the 12-month period ended December 31, 2024, James Hardie and AZEK generated
$5.9 billion $1.8 billion 31% , on a combined company basis and including the total expected run-rate benefit of synergies. The transaction is also expected to be accretive to James Hardie’s cash earnings per share1 in the first full fiscal year after the closing of the transaction. Once run-rate cost synergies are achieved, the combined company is expected to generate robust annual free cash flow of greater than$1 billion $500 million -
Unlocks significant value through cost and commercial synergies: Through at least
$125 million $500 million $350 million North America . As a result, the Company believes there could be meaningful upside to the commercial synergies.
Governance and Leadership
James Hardie CEO Aaron Erter will serve as Chief Executive Officer, and James Hardie CFO Rachel Wilson will serve as Chief Financial Officer, of the combined company.
Upon the closing of the transaction, Howard Heckes, Gary Hendrickson and Jesse Singh will join James Hardie’s Board of Directors.
Transaction Details
The boards of directors of both James Hardie and AZEK have each unanimously approved the transaction. The transaction is currently anticipated to close in the second half of calendar year 2025 and is subject to customary closing conditions, regulatory approvals and AZEK shareholder approval. A vote by James Hardie shareholders is not required for James Hardie to issue shares in connection with the transaction.
James Hardie intends to fund the cash portion of the transaction through debt financing and has secured a fully committed bridge financing facility led by Bank of America and Jefferies LLC.
James Hardie and AZEK Full Year 2025 Guidance
James Hardie today reaffirmed its fiscal year 2025 guidance provided on November 13, 2024, for North American volume and EBIT Margin, as well as Adjusted Net Income, not including any acquisition related costs.
AZEK also reaffirmed all elements of its full-year fiscal 2025 and second quarter of fiscal 2025 outlook provided on February 4, 2025.
Advisors
Jefferies LLC is serving as lead financial advisor, and BofA Securities is serving as co-advisor, to James Hardie. Skadden, Arps, Slate, Meagher & Flom LLP, Arthur Cox LLP and Gilbert + Tobin are serving as legal counsel to James Hardie.
Goldman Sachs is serving as financial advisor to AZEK, and Wachtell, Lipton, Rosen & Katz is serving as its legal counsel.
Conference Call and Webcast
James Hardie and AZEK leadership will host a conference call and online webcast at 9:00am Australian Eastern Daylight Time on Monday, March 24, 2025 / 6:00pm
Those who wish to listen to the live conference call and view the accompanying presentation slides should visit the Events & Presentations tab of the Investor Relations section of James Hardie’s website at https://ir.jameshardie.com.au/ or AZEK’s website at https://investors.azekco.com/overview/default.aspx. The press release and presentation slides for the call will be posted to the Investor Relations section of each company’s website prior to the call.
A replay of the webcast can also be accessed via the Investor Relations section of each company’s website.
About James Hardie
James Hardie Industries plc is the world’s #1 producer and marketer of high-performance fiber cement and fiber gypsum building solutions. We market our fiber cement products and systems under the Hardie™ brand, such as Hardie® Plank, Hardie® Panel, Hardie® Trim, Hardie® Backer, Hardie® Artisan Siding, Hardie™ Architectural Collection, and other brand names such as Cemboard®, Prevail®, Scyon®, Linea® and Hardie™ Oblique™ cladding. We are also a market leader in the European premium timber frame and dry lining business, especially in
About The AZEK® Company
The AZEK Company Inc. (NYSE: AZEK) is the industry-leading designer and manufacturer of beautiful, low maintenance and environmentally sustainable outdoor living products, including TimberTech® decking and railing, Versatex® and AZEK® Trim, and StruXure® pergolas. Consistently awarded and recognized as the market leader in innovation, quality, aesthetics and sustainability, our products are made from up to
Cautionary Disclosure Regarding Forward-Looking Statements
Statements in this communication, including statements regarding the proposed acquisition of The AZEK Company Inc. (“AZEK”) by James Hardie Industries plc (“JHX”), that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Examples of forward-looking statements include statements about the anticipated benefits of the proposed transaction between JHX and AZEK (the “Transaction”), including estimated synergies, and the expected timing of completion of the Transaction; statements about the Company’s future performance; and statements regarding the Company’s plans, objectives or goals. Words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “target,” “estimate,” “project,” “predict,” “trend,” “forecast,” “guideline,” “aim,” “objective,” “will,” “should,” “could,” “likely,” “continue,” “may,” “objective,” “outlook” and similar expressions may identify forward-looking statements but are not the exclusive means of identifying such statements. Investors are cautioned not to place undue reliance on forward-looking statements.
Forward-looking statements of JHX and AZEK, respectively, are based on the current expectations, estimates and assumptions of JHX and AZEK, respectively, and, because forward-looking statements address future results, events and conditions, they, by their very nature, involve inherent risks and uncertainties, many of which are unforeseeable and beyond the control of JHX or AZEK. Such known and unknown risks, uncertainties and other factors may cause actual results, performance or other achievements to differ materially from the anticipated results, performance or achievements expressed, projected or implied by forward-looking statements. These factors include risks and uncertainties relating to the Transaction, including, but not limited to, the possibility that required regulatory approvals for the Transaction or approval of the Transaction by AZEK’s stockholders and other conditions to closing are not received or satisfied on a timely basis or at all; the possible occurrence of events that may give rise to a right of either or both of JHX and AZEK to terminate the merger agreement providing for the Transaction; possible negative effects of the announcement or the consummation of the Transaction on the market price of JHX’s and/or AZEK’s shares and/or on their respective businesses, financial conditions, results of operations and financial performance; uncertainties as to access to financing (including financing for the Transaction) on a timely basis and on reasonable terms; the impact of the additional indebtedness the Company would incur in connection with the Transaction; risks relating to the value of the JHX shares to be issued in the Transaction and the contemplated listing arrangements for JHX shares and depositary interests following the Transaction; risks relating to significant transaction costs and/or unknown liabilities; the possibility that the anticipated synergies and other benefits from the Transaction cannot be realized in full or at all or may take longer to realize than expected; risks associated with contracts containing consent and/or other provisions that may be triggered by the Transaction; risks associated with Transaction-related litigation; the possibility that costs or difficulties related to the integration of JHX’s and AZEK’s businesses will be greater than expected; the risk that the Transaction and its announcement could have an adverse effect on the parties’ relationships with its and their employees and other business partners, including suppliers and customers; the potential for the Transaction to divert the time and attention of management from ongoing business operations; the potential for contractual restrictions under the merger agreement providing for the Transaction to adversely affect the parties’ ability to pursue other business opportunities or strategic transactions; the risk of other Transaction related disruptions to the businesses, including business plans and operations, of JHX and AZEK; and the possibility that, as a result of the Transaction or otherwise, JHX could lose its foreign private issuer status and be required to bear the costs and expenses related to full compliance with rules and regulations that apply to
Additional important factors relating to JHX that could cause actual results to differ materially from those reflected in forward-looking statements include, but are not limited to, the risks and uncertainties described in Section 3 “Risk Factors” in JHX’s Annual Report on Form 20-F for the fiscal year ended March 31, 2024 (the “JHX 2024 Annual Report”); changes in general economic, political, governmental and business conditions globally and in the countries in which JHX does business; changes in interest rates; changes in inflation rates; changes in exchange rates; the level of construction generally; changes in cement demand and prices; changes in raw material and energy prices; and changes in business strategy. Additional important factors relating to AZEK that could cause actual results to differ materially from those reflected in forward-looking statements include, but are not limited to, the risks and uncertainties described in AZEK’s Annual Reports on Form 10-K and Form 10-K/A, Quarterly Reports on Form 10-Q and in its other filings with the
These factors are not necessarily all of the factors that could cause JHX’s, AZEK’s or the combined company’s actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, could also harm JHX’s, AZEK’s or the combined company’s results.
The foregoing discussion of risks and uncertainties is not exhaustive; other risks and uncertainties may cause actual results to differ materially from those referenced in any forward-looking statements. All forward-looking statements attributable to JHX, AZEK or the combined company, or persons acting on JHX’s or AZEK’s behalf, are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements in this communication speak only as of the date of this communication and are statements of then current expectations concerning future results, events and conditions. Neither JHX nor AZEK assumes any obligation to update any forward-looking statements or information except as required by law. If JHX or AZEK updates one or more forward-looking statements, no inference should be drawn that JHX or AZEK will make additional updates with respect to those or other forward-looking statements. Further information regarding JHX, AZEK and factors that could affect the forward-looking statements contained herein can be found in the JHX 2024 Annual Report and in other documents filed or furnished by JHX with the SEC and in AZEK’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, and in its other documents filed or furnished with the SEC.
Important Information and Where to Find It
In connection with the proposed transaction between JHX and AZEK, JHX will file with the SEC a registration statement on Form F-4, which will include a proxy statement of AZEK that also serves as a prospectus of JHX (the “proxy statement/prospectus”), and each party will file other documents regarding the proposed transaction with the SEC. Investors and security holders are urged to read the proxy statement/prospectus and other relevant documents filed with the SEC when they become available, because they contain or will contain important information. The definitive proxy statement/prospectus will be sent to AZEK’s stockholders. Investors and security holders may obtain free copies of the registration statement and the proxy statement/prospectus (when they become available) and other documents that are filed or will be filed with the SEC by JHX or AZEK through the SEC’s website at https://www.sec.gov. Copies of documents filed with the SEC by JHX will be available from JHX free of charge on JHX’s website at ir.jameshardie.com.au or upon request submitted to JHX by e mail addressed to investor.relations@jameshardie.com.au. Copies of documents filed with the SEC by AZEK will be available from AZEK free of charge on AZEK’s website at investors.azekco.com or upon request submitted to AZEK by mail addressed to The AZEK Company Inc., Attention: Corporate Secretary, 1330 W Fulton Street #350,
Participants in the Solicitation
JHX and certain of its directors, executive officers and other employees, and AZEK and its directors and certain of AZEK’s executive officers and other employees, may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about JHX’s directors and executive officers is contained in “Section 1—Directors, Senior Management and Employees” in JHX’s Annual Report on Form 20-F for the fiscal year ended March 31, 2024, filed with the SEC on May 20, 2024; in Exhibit 99.7 to JHX’s report on Form 6 K furnished to the SEC on May 21, 2024; in Exhibits 99.6 through 99.13 to JHX’s report on Form 6 K furnished to the SEC on June 21, 2024; in Exhibit 99.2 to JHX’s report on Form 6 K furnished to the SEC on July 12, 2024; in Exhibit 99.6 to JHX’s report on Form 6 K furnished to the SEC on August 13, 2024; in Exhibit 99.11 to JHX’s report on Form 6 K furnished to the SEC on August 23, 2024; in Exhibits 99.5 through 99.13 to JHX’s report on Form 6 K furnished to the SEC on September 20, 2024; in Exhibits 99.4 through 99.12 to JHX’s report on Form 6 K furnished to the SEC on December 20, 2024; and in other documents subsequently filed or furnished by JHX with the SEC. Information about AZEK’s directors and executive officers is contained in “Nominees for Director,” “Proposal No. 1—Election of Directors,” “Corporate Governance,” “Executive Officers,” “Compensation Discussion and Analysis,” “2024 CEO Pay Ratio Disclosure,” “Pay-Versus-Performance,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Related Person Transactions” in AZEK’s definitive proxy statement in connection with its 2025 annual meeting of stockholders, filed with the SEC on January 13, 2025; in AZEK’s Current Report on Form 8 K (Amendment No. 1) filed with the SEC on January 24, 2025; in the Form 3 and Form 4 statements of beneficial ownership and statements of changes in beneficial ownership filed with the SEC by AZEK’s directors and executive officers; and in other documents subsequently filed or furnished by AZEK with the SEC. Additional information regarding ownership of AZEK’s securities by its directors and executive officers is included in such persons’ SEC filings on Forms 3 and 4. The documents referenced above in this paragraph may be obtained free of charge as described above under the heading “Important Information and Where to Find It.” Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed transaction will be included in the joint proxy statement/prospectus and other relevant materials filed with the SEC when they become available.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Non-GAAP Financial Measures
This press release includes financial measures, such as free cash flow, adjusted EBITDA, adjusted EBITDA margin and cash earnings per share, that are not calculated and presented in accordance with generally accepted accounting principles in
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1 Cash earnings per share represents net income excluding non-cash charges for amortization of intangibles, financing fees, stock-based compensation, and associated taxes, divided by the fully diluted number of shares outstanding |
2 Post-tax EBITA including synergies, divided by invested capital including equity purchase price, assumed net debt adjusted for investment in working capital, growth capital expenditure and costs to achieve synergies |
View source version on businesswire.com: https://www.businesswire.com/news/home/20250323420568/en/
James Hardie Contacts:
Investor Relations:
Joe Ahlersmeyer, CFA
Vice President, Investor Relations
+1 773-970-1213
Luke Thrum
Director, Investor Relations
+61 447-894-834
Media:
Ed Trissel / Arielle Rothstein
Joele Frank, Wilkinson Brimmer Katcher
+1 212-355-4449
Jack Gordon
Sodali & Co.
+61 478 060 362
jack.gordon@sodali.com
AZEK Investor and Media Contacts:
Investor Relations Contact:
Eric
312-809-1093
ir@azekco.com
Media Contact:
Amanda Cimaglia
Media Relations
312-809-1093
media@azekco.com
Jim Golden / Tali Epstein
Collected Strategies
azek-cs@collectedstrategies.com
Source: James Hardie Industries plc and The AZEK Company Inc.
FAQ
What is the total value of the James Hardie (JHX) and AZEK merger deal?
How much will AZEK shareholders receive in the JHX merger?
What are the expected synergies from the JHX-AZEK merger?
When is the JHX-AZEK merger expected to close?
What will be the ownership structure of the combined JHX-AZEK company?
