Owens Corning to acquire Masonite for $133.00 per share in cash

Owens Corning (OC) and Masonite International Corporation (DOOR) announced they have entered into a definitive agreement under which Owens Corning will acquire all outstanding shares of Masonite for $133.00 per share in cash, representing an approximate 38% premium to Masonite’s closing share price on February 8 and an approximate 46% premium to Masonite’s 20-day volume-weighted average price. The implied transaction value is approximately $3.9B, implying a purchase multiple of approximately 8.6x 2023E adjusted EBITDA or 6.8x when including synergies of $125M. The transaction will be implemented by way of a statutory plan of arrangement pursuant to the Business Corporations Act. The boards of directors of both companies have unanimously approved the transaction. The transaction is expected to close mid-2024, subject to Masonite shareholder approval, regulatory approvals, and other customary closing conditions including the issuance of interim and final orders by the Supreme Court of British Columbia approving the plan of arrangement. The transaction will be financed by cash on hand and committed debt financing of $3B provided by Morgan Stanley Senior Funding, Inc.