Boral to Acquire Headwaters (HW) in $2.6B Deal

November 21, 2016 6:00 AM EST

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Headwaters, Inc. (NYSE: HW) announced that it has entered into a binding merger agreement with Boral Limited (“BORAL”: BLD:ASX) pursuant to which Boral will acquire Headwaters Incorporated for US$24.25 per share in cash, representing an aggregate enterprise value of approximately US$2.6 billion (“Acquisition”).

Boral is Australia's largest building and construction materials supplier and has an existing presence in the North American building and construction materials industry, with strong positions in bricks, concrete and clay roof tiles, manufactured stone and fly ash, and a developing light building products business. Boral, headquartered in Sydney, Australia, is listed on the Australian Stock Exchange and has a market capitalization of A$4.6 billion with revenues of A$4.3 billion for the twelve months ended June 30, 2016.

Under the terms of the transaction, Headwaters’ stockholders will receive US$24.25 per share in cash. This offer price represents a 21% premium to Headwaters’ closing stock price on November 18, 2016, and a 34% premium over Headwaters’ 30-day volume-weighted average closing stock price through November 18, 2016.

Chairman and Chief Executive Officer of Headwaters Incorporated, Kirk A. Benson, commented, “This is a compelling transaction that delivers significant value to our shareholders. Headwaters and Boral both have outstanding teams, and share a common commitment to delivering a premier selection of high-quality products to our customers. We are looking forward to working with Boral to ensure a smooth transition for our stakeholders, as we create one of the leading suppliers of building products and construction materials for infrastructure, new residential, repair and remodel, commercial and institutional construction.”

Mike Kane, Boral’s Chief Executive and Managing Director, stated, “This agreed transaction is the result of significant evaluation and engagement between our companies. The businesses of Headwaters are highly complementary with Boral’s existing US operations and the transaction price reflects our belief that there is strong commercial rationale for combining the two portfolios.”

The Acquisition, which has been unanimously approved by the boards of directors of both companies, is subject to customary closing conditions, including Headwaters’ stockholder approval and regulatory approvals, and is expected to be completed in mid-calendar year 2017.

Deutsche Bank Securities Inc. is acting as the financial advisor to Headwaters and Pillsbury Winthrop Shaw Pittman LLP is serving as legal counsel.



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