Ply Gem, Atrium Windows Agree to be Acquired, Merged

by Patrick OToole

CARY, N.C. & NEW YORK, Jan. 31, 2018 – Ply Gem Holdings, Inc. and Clayton, Dubilier & Rice (CD&R) announced today an agreement under which CD&R funds will acquire all the outstanding shares of Ply Gem common stock in a go-private transaction valued at approximately $2.4 billion.

Ply Gem’s board unanimously approved the agreement, which pays  $21.64 per share in cash to all holders of Ply Gem common stock. The cash purchase price represents a premium of approximately 20 percent more than Ply Gem’s closing stock price yesterday.

CD&R also entered into a definitive agreement to acquire Atrium Windows & Doors and combine the company with Ply Gem to create an exterior building products company with total revenue of more than $2.4 billion in 2017. The transactions are expected to close simultaneously in the second quarter of 2018 and are subject to the receipt of customary closing conditions, including regulatory approvals. Closing of the acquisition of Ply Gem is not subject to the closing of the acquisition of Atrium.

The new Ply Gem will continue to be headquartered in Cary, N.C., and Gary E. Robinette, currently chairman and CEO of Ply Gem, will continue as chairman and CEO. John Krenicki, a CD&R operating partner and former vice chairman of General Electric Company, will become lead director of the board.

“The Ply Gem Board’s unanimous approval of this transaction is based on the conviction that it delivers superior value to shareholders,” Robinette said. “The strategic and operational excellence of CD&R and Golden Gate will help strengthen the long-term growth of the company. This support, along with the expanded business and product portfolio of the new combined company, will establish a stronger window platform with manufacturing scale and channel distribution advantages for customers. Together with the talented Atrium team, we look forward to providing exceptional value and service to all of our customers and rewarding career opportunities for our associates.”

“We are excited to combine with Ply Gem and look forward to the synergies that will be achieved through an enhanced product breadth and stronger North American platform, which will allow us to drive top-line growth and customer value,” said Ron Cauchi, Atrium CEO.

“This is a transformational milestone for two highly complementary businesses,” said Nate Sleeper, partner at CD&R. “Together, Ply Gem and Atrium have a well-positioned platform across North America, a deep set of capabilities to serve customers, and a strong foundation for long-term growth and value creation.”

Ply Gem is No. 1 in vinyl siding and in vinyl and aluminum windows and produces a wide product line of windows and patio doors, vinyl and aluminum siding and accessories, designer accents, cellular PVC trim and mouldings, vinyl fencing and railing, stone veneer, roofing and gutterware products, all used in both new construction and home repair and remodeling across the U.S.

Atrium is a provider of windows and doors to the new construction and repair and remodel markets. The company operates a nationwide network of manufacturing facilities and sells a comprehensive line of products in all 50 states. Atrium generated approximately $350 million of revenue in 2017. QR

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