PGT Innovations, Inc. Stockholders Approve Proposed Merger with MITER Brands
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Insights
The acquisition of PGT Innovations, Inc. by MITER Brands at a price of $42.00 per share represents a significant event for the stakeholders of both entities. This price point needs to be evaluated against the historical stock performance, including the premium paid over the current trading price and the industry average multiples. The involvement of Koch Equity Development suggests confidence in the strategic value of the merger, as KED's investment decisions are typically underpinned by thorough financial analysis.
It's also important to consider the liquidity event for shareholders. The transition from public to private ownership will alter the investment thesis for current shareholders and could potentially offer a lucrative exit point. However, this change in ownership structure will also mean the loss of public market liquidity and the transparency that comes with public reporting requirements.
Finally, the financing structure of the deal, particularly the equity investment from KED, indicates a leveraged buyout scenario which could impact the capital structure of the resulting entity. This could have implications for the financial stability and strategic direction of the merged company.
The merger between PGT Innovations and MITER Brands could have broader implications for the market segment both companies operate within. A combined entity may result in increased market share and potentially greater pricing power. It would be prudent to analyze the competitive landscape to understand how this consolidation might affect industry dynamics.
Furthermore, the removal of PGTI's stock from public trading will affect the investment landscape within this industry. For investors focusing on building and construction supplies, the pool of investable public companies is reduced, which could shift the balance of supply and demand for remaining stocks in this sector.
From a legal standpoint, the approval of the merger by PGTI's stockholders and the filing with the U.S. Securities and Exchange Commission are key steps in ensuring regulatory compliance. The transaction's closing later in the month will be contingent upon meeting any remaining regulatory requirements and customary closing conditions.
As part of the due diligence, it's essential to review the terms of the merger agreement for any clauses that could affect the rights of shareholders and any potential impact on the employees and existing contracts. The change from a public to a private entity will also bring about significant changes in corporate governance and reporting obligations.
The final voting results for the special meeting was filed in a Form 8-K with the
As previously announced, under the terms of the definitive merger agreement, MITER Brands will acquire all of the outstanding shares of PGTI common stock for
About PGTI
PGTI manufactures and supplies premium windows, doors, and garage doors. Its highly engineered and technically advanced products can withstand some of the toughest weather conditions on Earth and are revolutionizing the way people live by unifying indoor and outdoor living spaces. PGTI creates value through deep customer relationships, understanding the unstated needs of the markets it serves, and a drive to develop category-defining products. The PGTI family of brands include CGI®, PGT® Custom Windows and Doors, WinDoor®, Western Window Systems, Anlin Windows & Doors, Eze-Breeze®, Eco Window Systems, NewSouth Window Solutions, and Martin Door. The Company’s brands, in their respective markets, are a preferred choice of architects, builders, and homeowners throughout
About MITER Brands
Founded in 1947, MITER Brands is a residential window and door manufacturer that produces a portfolio of window and door brands for the new construction and replacement segments with an owner-operated, family-first approach. MITER Brands is the combination of two fast-growing regional product brands: MI Windows and Doors and Milgard Windows and Doors, and is a nationwide supplier of precision-built and energy-efficient products with more than 10 manufacturing facilities throughout
About KED
KED is the principal investment and acquisition arm of KII, one of the largest privately held businesses in America. Since 2012, KED has deployed more than
Forward Looking Statements
This communication contains “forward-looking statements” within the United States Private Securities Litigation Reform Act of 1995. You can identify these statements and other forward-looking statements in this document by words such as “may,” “will,” “should,” “can,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future,” “potential,” “intend,” “plan,” “assume,” “believe,” “forecast,” “look,” “build,” “focus,” “create,” “work,” “continue,” “target,” “poised,” “advance,” “drive,” “aim,” “forecast,” “approach,” “seek,” “schedule,” “position,” “pursue,” “progress,” “budget,” “outlook,” “trend,” “guidance,” “commit,” “on track,” “objective,” “goal,” “strategy,” “opportunity,” “ambitions,” “aspire” and similar expressions, and variations or negative of such terms or other variations thereof. Words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements.
Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such statements regarding the transactions contemplated by the Agreement and Plan of Merger, dated as of January 16, 2024, among PGTI, MITER Brands and RMR MergeCo, Inc. (the “Transaction”), including the expected time period to consummate the Transaction. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of PGTI, that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to, the expected timing and likelihood of completion of the Transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement; the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the Transaction; the risk that any announcements relating to the Transaction could have adverse effects on the market price of PGTI’s common stock; the risk that the Transaction and its announcement could have an adverse effect on the parties’ business relationships and business generally, including the ability of PGTI to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers, and on their operating results and businesses generally; the risk of unforeseen or unknown liabilities; customer, shareholder, regulatory and other stakeholder approvals and support; the risk of potential litigation relating to the Transaction that could be instituted against PGTI or its directors and/or officers; the risk associated with third party contracts containing material consent, anti-assignment, transfer or other provisions that may be related to the Transaction which are not waived or otherwise satisfactorily resolved; the risk of rating agency actions and PGTI’s ability to access short- and long-term debt markets on a timely and affordable basis; the risk of various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, cybersecurity attacks, security threats and governmental response to them, and technological changes; the risks of labor disputes, changes in labor costs and labor difficulties; and the risks resulting from other effects of industry, market, economic, legal or legislative, political or regulatory conditions outside of PGTI’s control. All such factors are difficult to predict and are beyond our control, including those detailed in PGTI’s annual reports on Form 10-K, quarterly reports on Form 10-Q and Current Reports on Form 8-K that are available on PGTI’s website at https://pgtinnovations.com and on the website of the Securities Exchange Commission at http://www.sec.gov. PGTI’s forward-looking statements are based on assumptions that PGTI’s believes to be reasonable but that may not prove to be accurate. Other unpredictable or factors not discussed in this communication could also have material adverse effects on forward-looking statements. PGTI does not assume an obligation to update any forward-looking statements, except as required by applicable law. These forward-looking statements speak only as of the date hereof.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240318195182/en/
For MITER Brands:
Ira Gorsky / Patrick Ryan
miterbrands@edelmansmithfield.com
732.740.5872
For PGTI:
Investors:
Craig Henderson
Chief Financial Officer
CHenderson@PGTInnovations.com
941.480.1600
Media:
Stephanie Cz
Corporate Communications and PR Manager
SCz@PGTInnovations.com
941.480.1600
FGS Global
PGTI@fgsglobal.com
212.687.8080
Source: PGT Innovations, Inc.
FAQ
What is the ticker symbol for PGT Innovations, Inc.?
What was the outcome of the stockholders' vote for PGTI?
How much will MITER Brands pay per share to acquire PGTI?
Who will finance part of the transaction for PGTI's acquisition by MITER Brands?
What will happen to PGTI's common stock after the transaction with MITER Brands?
