PGT Innovations Board of Directors Determines that Miter’s Unsolicited Proposal Would Reasonably Be Expected to Lead to a Superior Proposal
Summary
As announced on December 18, 2023, PGTI entered into a definitive agreement to be acquired by Masonite for $41.00 per share, comprised of $33.50 in cash and 0.07353 shares of Masonite common stock,1 representing a premium of approximately 56.5% over the closing price of PGTI common stock of $26.20 per share on October 9, 2023.2 “While the PGTI Board of Directors believes the transaction with Masonite remains the best option to maximize value for our stockholders, the improved consideration and near-term value certainty in a potential all-cash transaction with Miter is worth exploring if Miter is able to adequately resolve several issues with its proposal,” said Jeffrey T. Jackson, President and Chief Executive Officer. Topics PGTI Seeks to Address in Discussions with Miter • More value for PGTI stockholders: • Miter’s latest proposal provides an increase of only 1.2% in transaction consideration relative to the definitive agreement with Masonite as of December 15, 2023, and only a 4.5% increase relative to the Masonite transaction as of January 5, 2024; • The modest increase in transaction consideration in Miter’s proposal compares unfavorably to the more substantial average increase in consideration provided in typical topping bids; and • Further, the latest proposal would require PGTI stockholders to give up the considerable value upside potential in combining with Masonite to create a leading door and window solutions company with over $4 billion in revenue, $800 million of EBITDA, robust free cash flow generation, a rapid deleveraging profile, and ~$100 million in annual synergies from the proposed transaction. Unlike most other topping bids, Miter has failed to offer to pay this fee on PGTI’s behalf which does not reflect the customary confidence of an interloper regarding the certainty of its proposed transaction closing. PGT Innovations creates value through deep customer relationships, understanding the unstated needs of the markets it serves, and a drive to develop category-defining products. 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.