As previously announced, on February 9, 2024, Owens Corning, a Delaware corporation (“Owens Corning”), MT Acquisition Co ULC, a wholly owned subsidiary of Owens Corning (“Purchaser”), and Masonite International Corporation (“Masonite”) entered into an Arrangement Agreement (the “Agreement”) providing for Owens Corning’s acquisition of Masonite. Under the terms of the Agreement, Purchaser will acquire all of the issued and outstanding common shares of Masonite (the “Arrangement”).
The obligation of the parties to consummate the Arrangement is subject to the satisfaction or waiver of certain customary mutual closing conditions, including (a) the adoption of a resolution approving the Arrangement (the “Arrangement Resolution”) by at least two-thirds of the votes cast on the Arrangement Resolution by the Masonite shareholders entitled to vote thereon and represented in person or by proxy at the special meeting, (b) the issuance of interim and final orders by the Supreme Court of British Columbia approving the Arrangement, (c) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and the receipt of certain required regulatory clearances and approvals in other jurisdictions under applicable antitrust and foreign direct investment laws and regulations, including in Canada, Mexico and the United Kingdom and (d) the absence of any law, injunction, order or other judgment prohibiting, rendering illegal or permanently enjoining the consummation of the Arrangement. Each party’s obligation to consummate the Arrangement is also subject to the accuracy of the other party’s representations and warranties contained in the Agreement (subject, with specified exceptions, to materiality or “Material Adverse Effect” standards), the other party’s performance of its covenants and agreements in the Agreement in all material respects, and in the case of Purchaser’s obligation to consummate the Arrangement, the absence of any “Material Adverse Effect” on Masonite.
This Current Report on Form 8-K is being filed to provide the pro forma financial information set forth under Item 9.01 below, which is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information.
The following unaudited pro forma combined financial information is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
| | • | | Unaudited Pro Forma Combined Balance Sheet as of December 31, 2023; |
| | • | | Unaudited Pro Forma Combined Statement of Earnings for the fiscal year ended December 31, 2023; and |
| | • | | Notes to the Unaudited Pro Forma Combined Financial Information. |
(d) Exhibits.
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