M&A - James Hardie Industries plc

Form Type: S-8

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000119312525154102

Filing Summary: This Registration Statement on Form S-8 registers 7,251,679 ordinary shares of James Hardie Industries plc, associated with the settlement or exercise of Rollover Awards under The AZEK Company Inc. 2020 Omnibus Incentive Compensation Plan. These awards have been assumed by James Hardie Industries plc following a merger with AZEK on July 1, 2025. The merger was executed between James Hardie Industries and AZEK, with AZEK becoming a wholly-owned subsidiary of James Hardie. Following this merger, outstanding Rollover Awards were converted into corresponding awards of ordinary shares, adhering to the terms of the 2020 AZEK Equity Plan. The plan includes various equity compensation mechanisms such as restricted stock units and performance-based restricted stock units, promoting retention and providing incentives for employees of the newly merged entities.

Form Type: F-4/A

Filing Date: 2025-05-27

Corporate Action: Merger

Type: Update

Accession Number: 000114036125020464

Filing Summary: James Hardie Industries plc is engaged in a merger with The AZEK Company Inc., as outlined in the Agreement and Plan of Merger dated March 23, 2025, later amended on May 4, 2025. This merger involves the acquisition of AZEK by James Hardie through Juno Merger Sub Inc., a wholly owned subsidiary. If approved by AZEK stockholders, the merger will result in each share of AZEK class A common stock being converted into a cash payment of $26.45 and 1.0340 shares of James Hardie. The document emphasizes the importance of stockholder approval and details the structure of the special meeting to be held for this purpose. It highlights the necessity for the majority vote from AZEK stockholders to proceed with the merger, alongside potential compensation arrangements for AZEK’s executives. Furthermore, it provides information on how to cast votes and the implications of not voting. The merger also addresses regulatory approvals and the necessary conditions for its completion, with a strong recommendation from the AZEK board for stockholders to vote in favor of the proposals.

Form Type: F-4

Filing Date: 2025-05-05

Corporate Action: Merger

Type: New

Accession Number: 000114036125017348

Filing Summary: On March 23, 2025, James Hardie Industries plc and The AZEK Company Inc. entered into a merger agreement to acquire AZEK. The agreement includes an amendment from May 4, 2025, and requires stockholder approval from AZEK. Upon completion of the merger, AZEK's outstanding shares will be converted into the right to receive $26.45 in cash and 1.0340 ordinary shares of James Hardie for each share of AZEK common stock held. Stockholders will participate in a special meeting to vote on this merger agreement along with other related proposals. The merger will create a combined company, and the completion is subject to satisfaction of certain conditions and majority approval from AZEK’s stockholders. The securities issued in connection with the merger will be listed on the New York Stock Exchange under symbols JHX for James Hardie and AZEK for AZEK.