M&A - AZEK Co Inc.

Form Type: 425

Filing Date: 2025-04-03

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525072355

Filing Summary: On April 3, 2025, AZEK Company Inc. provided an update regarding the proposed acquisition by James Hardie Industries plc. AZEK will discontinue its Employee Stock Purchase Plan (ESPP) with existing shares being exchanged for cash and stock. Shareholders will receive $26.45 in cash and 1.034 shares of James Hardie for each AZEK share they own, aiming to provide immediate value and future growth potential. The transaction emphasizes a long-term outlook on combining companies for greater strength and competitiveness.

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Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525060795

Filing Summary: On March 23, 2025, The AZEK Company Inc. entered into a Merger Agreement with James Hardie Industries plc and Juno Merger Sub Inc. Under the terms of the agreement, Merger Sub will merge with AZEK, with AZEK surviving as a subsidiary of JHX. The Merger Consideration includes cash payments of $26.45 per share of AZEK's class A common stock and an exchange of JHX shares at a ratio of 1.0340 shares per AZEK share. The agreement includes provisions for the treatment of equity awards and outlines conditions for the closing of the merger, such as obtaining stockholder approval and regulatory clearances. The merger is subject to customary representations and warranties and conditions, including the absence of material adverse effects. The completion of the merger is expected to occur on or before March 23, 2026, with specific termination rights noted for both parties, including a termination fee of $272 million under certain scenarios. The filing also provides a disclaimer regarding forward-looking statements and encourages investors to review additional information to understand the implications of the proposed merger.

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Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525060800

Filing Summary: On March 23, 2025, James Hardie Industries plc announced a definitive agreement to acquire The AZEK Company Inc. for a total transaction value of $8.75 billion, which includes AZEK’s net debt of approximately $386 million. Each AZEK shareholder will receive $26.45 in cash and 1.0340 ordinary shares of James Hardie for each share of AZEK common stock they own, totaling a per share value of $56.88. This represents a 26% premium to AZEK’s volume-weighted average price over the preceding 30 trading days. The merger aims to create a leading building products growth platform by combining both companies’ complementary offerings and is projected to generate an additional $350 million in annual adjusted EBITDA from synergies once fully realized. The transaction is expected to close in the second half of 2025, pending regulatory and shareholder approvals. Leadership teams from both companies will oversee the combined entity, which is expected to significantly boost James Hardie's market presence and open new growth opportunities.

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Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525060803

Filing Summary: On March 24, 2025, AZEK Co Inc. announced a proposed acquisition by James Hardie Industries plc. The acquisition is structured as a stock and cash combination, wherein AZEK shareholders will receive $26.45 in cash and 1.0340 ordinary shares of James Hardie for each share of AZEK common stock, valuing the total consideration at $56.88 per share. This constitutes a 26% premium to AZEK's volume-weighted average price over the 30 trading days before March 21, 2025. The merger aims to create a leading building products platform with enhanced growth opportunities, particularly in the renovation and repair sectors. The financial projections include a generation of significant free cash flow exceeding $1 billion annually post-merger and a target leverage ratio below 2.0x net debt to adjusted EBITDA by the end of the second fiscal year after closing. The transaction has received unanimous approval from both companies' boards and is expected to close in the second half of 2025, subject to regulatory and shareholder approvals. James Hardie has already secured financing for the transaction.

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Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525060809

Filing Summary: AZEK Company Inc. has announced its plans to merge with James Hardie, a prominent North American siding brand. This strategic merger aims to enhance growth and innovation by combining their product offerings and manufacturing capabilities, which align closely. AZEK has experienced significant growth since 2016, doubling sales and tripling Adjusted EBITDA. The merger is positioned as a way to further solidify its market presence and meet evolving customer demands in the outdoor living and exteriors market. AZEK expects to finalize the merger in the latter half of 2025, as it proceeds with the necessary approvals. After completion, AZEK will operate within James Hardie's North American segment, likely enhancing revenue and manufacturing efficiency. A detailed FAQ and an opportunity for employees to engage with leadership have been provided to address potential queries regarding the merger process.

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Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525060812

Filing Summary: AZEK Co Inc. is in the process of merging with James Hardie. This merger is positioned to accelerate growth and innovation by combining resources from both companies. AZEK has experienced significant growth, with sales volume doubling and a threefold increase in Adjusted EBITDA, creating a strong foundation for the combined company. The merger aims to enhance operational excellence, maintain a focus on material conversion, and leverage the strengths of both brands. Employees can expect minimal changes during the integration period, operating as a standalone company until the transaction closes, expected in the second half of 2025, pending shareholder and regulatory approvals. At closing, shareholders will receive $26.45 cash and 1.0340 shares of James Hardie stock for each share of AZEK. There are no immediate plans for layoffs or significant operational shifts prior to the transaction's closure, ensuring business continuity and support for current projects. Communication will continue as integration plans progress, highlighting the potential for expanded market reach and collaborative innovation post-merger.

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Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525060813

Filing Summary: On March 23, 2025, AZEK announced a merger agreement with James Hardie Industries plc. This merger aims to combine strengths and create a more relevant entity in the market, enhancing product offerings and operational capabilities. Jesse Singh, CEO of AZEK, emphasized the importance of this merger for continued growth and the transition to a more sustainable future. The merger is positioned as beneficial not only for the companies but also for customers and contractors. The closing of the transaction is expected in the second half of 2025, subject to shareholder and regulatory approvals, and assurances were given to maintain normal business operations until then. Both leadership teams expressed excitement about the merger and recognized the significant synergies it would create.

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Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525061339

Filing Summary: On March 23, 2025, The AZEK Company Inc. announced a proposed merger with James Hardie Industries plc, which aims to create a leading growth platform in building products. The investor call detailed the strategic benefits of this merger, highlighting the shared focus on driving growth, enhancing customer value, and the significant synergies expected from the combination. Key executives discussed how this merger will allow both companies to expand their offerings and enhance their competitive position in the market. The transaction is poised to drive substantial cost synergies estimated at $125 million and commercial synergies of at least $225 million, leading to enhanced long-term financial performance. The transaction is expected to close in the second half of calendar year 2025, pending approval from AZEK shareholders and regulatory bodies. This merger aligns with both companies’ commitment to delivering innovative solutions in the exterior building products market, with expectations for immediate accretive effects on James Hardie's earnings per share soon after the transaction closes.

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Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525061347

Filing Summary: The AZEK Company Inc. is the subject of a proposed acquisition by James Hardie Industries plc. This acquisition involves forward-looking statements concerning expected benefits, synergies, and completion timelines. Risks include potential regulatory challenges, stockholder approvals, and financial market impacts. The announcement of the acquisition could affect share prices and business conditions for both companies. Financing uncertainties, transaction costs, and integration challenges are also noted, along with the possibility of adverse effects on supplier and customer relationships. Investors are advised to exercise caution regarding reliance on these forward-looking statements as actual results may differ significantly due to various known and unknown factors. Further information regarding the transaction will be provided in future SEC filings including a proxy statement/prospectus that will inform shareholders about the acquisition.

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Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525061353

Filing Summary: On March 24, 2025, AZEK announced plans to merge with James Hardie, a leading siding brand in North America. This merger is positioned as a significant opportunity for both companies to enhance growth and expand their market presence in the outdoor living and exteriors sectors. The collaboration aims to combine their product offerings, including siding, decking, and other outdoor living solutions, to appeal to a broader range of customers. The transaction is expected to close in the second half of 2025, with a seamless transition anticipated to ensure uninterrupted service and product availability. Cautionary statements regarding forward-looking risks highlight uncertainties related to regulatory approvals, market reactions, and financial performance implications arising from the merger. These concerns include potential delays in closing, market pricing impacts, and challenges in achieving the anticipated synergies from the merger.

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Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525061359

Filing Summary: AZEK Company Inc. announced plans to combine with James Hardie Industries plc, a prominent siding brand in North America. This merger aims to boost growth and enhance material conversion in the outdoor living and exteriors sectors. The merger is viewed as a strategic step forward for AZEK, allowing it to expand its product offerings which include siding, exterior trim, decking, railing, and pergolas. AZEK has witnessed considerable growth recently and believes that combining with James Hardie will create significant advantages. The transaction is expected to close in the second half of 2025, with assurances of a seamless transition and continued execution of operations. The document highlights potential risks and uncertainties regarding regulatory approvals, market share impacts, and the integration process, cautioning stakeholders about the inherent risks in forward-looking statements.

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Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525061363

Filing Summary: On March 24, 2025, The AZEK Company Inc. announced plans to merge with James Hardie, a leading brand of siding in North America. This transaction aims to accelerate growth in outdoor living and exteriors sectors. AZEK has experienced significant growth in recent years, with increased brand awareness and expanded presence. The merger is seen as an opportunity to enhance product offerings and customer experience, with an expectation for seamless integration and a completion date in the second half of 2025. Both companies plan to provide innovative, sustainable products with extensive design options. The announcement includes forward-looking statements regarding anticipated benefits, risks, and uncertainties associated with the merger.

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Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525061434

Filing Summary: James Hardie Industries plc has announced a definitive agreement to acquire The AZEK Company Inc. for a total transaction value of $8.75 billion, which includes AZEK's net debt of approximately $386 million as of December 31, 2024. This acquisition aims to create a leading platform in exterior and outdoor living building products, significantly expanding James Hardie’s total addressable market in North America to $23 billion. The transaction is expected to generate at least $350 million of additional annual adjusted EBITDA from cost and commercial synergies. It is anticipated to close in the second half of 2025, pending regulatory approvals and shareholder consent from AZEK. Following the merger, James Hardie shareholders are expected to own approximately 74% of the combined company while AZEK shareholders will own about 26%. The acquisition is predicted to be accretive to James Hardie's Cash EPS in the first full fiscal year after the transaction is completed. Both companies' boards of directors have unanimously approved the deal.

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Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525061436

Filing Summary: James Hardie Industries plc announced a proposed acquisition of The AZEK Company Inc., aiming to create a leading growth platform in building products. The transaction values AZEK at $8.75 billion, providing AZEK shareholders with $26.45 in cash and 1.0340 ordinary shares of James Hardie for each share of AZEK common stock they hold, representing a 26% premium over AZEK's 30-day VWAP. Both companies will combine their strengths in the exterior and outdoor living markets, harnessing significant synergies with expectations of achieving at least $125 million in cost synergies and $500 million in commercial synergies. The expected closing of the transaction is set for the second half of 2025, contingent upon customary closing conditions, regulatory approvals, and AZEK shareholder approval. Upon completion, James Hardie will retain approximately 74% ownership while AZEK shareholders will hold 26%.

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Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525061437

Filing Summary: James Hardie Industries plc has proposed an acquisition of The AZEK Company Inc. (AZEK). This acquisition is described as a Transaction that is believed to create anticipated benefits, including estimated synergies and other strategic advantages. The filing includes forward-looking statements concerning the expected completion timing, potential regulatory approvals, and the market impact of the announcement. Various risks associated with the Transaction are identified, including possible delays in approval, negative effects on market prices, and integration challenges. Furthermore, it outlines potential costs, financing uncertainties, and the effect this Transaction may have on both companies' ongoing operations. The communication serves as a caution to investors regarding reliance on these statements, as they may not materialize as projected. Additional steps for regulatory compliance, including SEC filings, are also noted.

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Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525061441

Filing Summary: On March 24, 2025, The AZEK Company Inc. announced an agreement to merge with James Hardie Industries plc. CEOs Aaron Erter and Jesse Singh presented this plan to employees, highlighting the merger's strategic importance for business growth and innovation. The merger aims to combine the strengths of both companies in outdoor living products, delivering superior service and products to consumers and contractors. The integration is expected to proceed after shareholder and regulatory approvals in the second half of 2025, with an emphasis on maintaining business operations during the transition. Singh expressed gratitude for the team's achievements and commitment, reflecting on the merger as a vital step for future success. The communication also includes forward-looking statements and a disclosure about risks associated with the merger process.

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Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525061443

Filing Summary: On March 24, 2025, James Hardie Industries plc announced its acquisition of The AZEK Company Inc. for a total transaction value of $8.75 billion, including AZEK's net debt of approximately $386 million. AZEK shareholders will receive $26.45 in cash and 1.0340 ordinary shares of James Hardie for each share of AZEK stock they hold, which equates to a total per-share value of $56.88, representing a 26% premium to AZEK's average stock price leading up to the transaction. Post-completion, James Hardie and AZEK shareholders are projected to own approximately 74% and 26% of the new entity, respectively. The transaction is poised to create significant synergies, yielding at least $350 million in annual adjusted EBITDA once fully realized. The combined entity aims to capitalize on the growing building products market and enhance profitability through operational efficiencies and complementary product offerings. Both companies have expressed optimism about the strategic benefits, including increased market share and enhanced growth potential across their customer segments. The boards of both companies have unanimously approved the agreement, with the transaction subject to customary closing conditions and regulatory approvals, anticipated to close in the latter half of 2025.

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Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525061447

Filing Summary: James Hardie Industries plc proposes to acquire The AZEK Company Inc. in a strategic merger aimed at creating a leading building products growth platform. The transaction involves a stock and cash combination where AZEK shareholders will receive $26.45 in cash and 1.0340 ordinary shares of James Hardie per AZEK share, reflecting a total per share value of $56.88, which includes a 26% premium over AZEK's recent trading price. The anticipated merger will enhance both companies' market positions, leverage significant synergies estimated to yield over $350 million in additional annual adjusted EBITDA, and significantly increase free cash flow generation, projected to exceed $1 billion annually post-merger. The boards of both companies have unanimously approved the transaction, which is expected to close in the second half of 2025, pending regulatory and shareholder approvals. Key risks identified include regulatory delays, potential disruptions to business operations, and uncertainties in achieving anticipated synergies, reinforcing the need for caution among investors regarding forward-looking statements related to the merger.

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Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525061448

Filing Summary: On March 24, 2025, James Hardie Industries plc held an investor call to discuss its proposed merger with The AZEK Company Inc. This combination aims to create a leading growth platform in the building products sector, leveraging the strengths of both companies. The transaction is projected to significantly enhance financial performance, providing notable synergies, including estimated cost synergies of $125 million and commercial synergies of at least $225 million, resulting in a total of at least $350 million in annual adjusted EBITDA. The merger is anticipated to capitalize on the attractive market opportunities in outdoor living and remodeling, focusing on material conversion from traditional materials to innovative, low-maintenance solutions. The companies expect the merger to close in the second half of 2025, pending shareholder and regulatory approvals. The integration aims to deliver enhanced value propositions to customers and accelerate long-term growth, with a commitment to sustainable practices and leveraging combined product offerings.

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Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525060788

Filing Summary: On March 23, 2025, The AZEK Company Inc. entered into a Merger Agreement with James Hardie Industries plc and Juno Merger Sub Inc. under which Juno Merger Sub will merge with AZEK, with AZEK surviving as an indirect wholly owned subsidiary of JHX. Shareholders will receive $26.45 in cash plus 1.0340 shares of JHX for each share of AZEK stock. The Merger is structured as a taxable sale of AZEK’s stock. The agreement outlines the treatment of equity awards, governance changes post-merger, and conditions required to complete the merger. Special termination rights are included, with a potential termination fee of $272 million if certain conditions are met. The completion requires shareholder approval, regulatory compliance, and other customary conditions. JHX will file relevant documents with the SEC, and there is a caution regarding forward-looking statements related to the transaction.

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