Cornerstone Building Brands To Be Taken Private By Clayton, Dubilier & Rice For $5.8 Bln, Incl Debt

Cornerstone Building Brands, Inc. (CNR), the manufacturer of exterior building products , announced Monday that it has entered into a definitive agreement to be acquired by affiliates of Clayton, Dubilier & Rice or CD&R, in an all-cash transaction with an enterprise value of approximately $5.8 billion, including the assumption of debt.

CD&R, in the aggregate, is currently the beneficial owner of approximately 49% of the Company’s outstanding shares of common stock. The proposed transaction delivers substantial value to Cornerstone Building Brands’ shareholders, who will receive $24.65 in cash per share, representing an approximately 16% premium to the closing price of the Company’s common stock as of March 4, 2022.

It also represents an approximately 75% premium to the closing price of the Company’s common stock as of February 4, 2022, the last trading day prior to speculation in the market regarding a potential transaction.

The proposed transaction has been approved by a special committee of independent directors of the Company’s Board of Directors previously formed to evaluate and consider any potential or actual proposal from CD&R. The Board of Directors of the Company has approved the proposed transaction on the recommendation of the Special Committee.

The proposed transaction will result in the Company becoming a private company and is expected to close in the second or third quarter of 2022, subject to customary closing conditions, including receipt of regulatory approvals. The transaction is subject to approval by holders of a majority of the shares not owned by CD&R and its affiliates.

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