Woodgrain Inc. Announces Commencement of the Tender Offer for All Outstanding Shares of Huttig Building Products, Inc.

March 31st, 2022 by Editor

Woodgrain Inc. has announced that its affiliate, HBP Merger Sub, Inc., commenced the previously announced cash tender offer for all of the issued and outstanding shares of Common Stock of Huttig Building Products Inc. at a price of $10.70 per share, net to the seller, in cash, without interest and less applicable withholding taxes. The tender offer is being made pursuant to the merger agreement on March 21, 2022.

The $10.70 per share all-cash tender offer is being made pursuant to an Offer to Purchase dated March 28, 2022. It represents a premium of approximately 12.6% over Huttig’s closing share price on March 21, 2022, the last trading day prior to announcement of the transaction with Huttig; a premium of approximately 13.1% to the 30-day volume-weighted average price over the 30-day trading period ended March 21, 2022; and a premium of approximately 105% to the closing price on October 13, 2021, the date Huttig publicly announced it was considering strategic alternatives.

A tender offer statement on Schedule TO that includes the Offer to Purchase and related Letter of Transmittal setting forth the terms and conditions of the tender offer has been filed with the U.S. Securities and Exchange Commission (the “SEC”) by Purchaser. Additionally, Huttig is filing a solicitation/recommendation statement on Schedule 14D-9 that will include the recommendation of Huttig’s board of directors that Huttig’s stockholders tender their shares in the tender offer.

The tender offer will expire one minute after 11:59 P.M., New York City time on April 25, 2022, unless the tender offer is extended in accordance with the terms of the Merger Agreement and the applicable rules and regulations of the SEC. The completion of the tender offer is conditioned upon, among other things, (i) a minimum number of Shares validly tendered and not validly withdrawn in the tender offer such that, together with the number of Shares then owned by Purchaser or its affiliates (if any), Purchaser will have, immediately after giving effect to the acceptance of payment for Shares in the tender offer, at least one vote more than 50% of the aggregate voting power of all issued and outstanding Shares, (ii) expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 and (iii) other customary closing conditions.

Following the completion of the tender offer, and subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, the Purchaser will, as soon as practicable, merge with and into Huttig, with Huttig continuing as the surviving corporation and as a wholly-owned subsidiary of Parent, under Section 251(h) of the Delaware General Corporation Law, without prior notice to, or any action by, any other stockholder of Huttig. Upon completion of the transaction, Huttig will cease to exist as a publicly-traded company.

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