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Cornerstone Building Brands to be acquired by CD&R for USD5.8bn

Cornerstone Building Brands, one of the largest manufacturers of exterior building products in North America, is to be acquired by affiliates of Clayton, Dubilier & Rice (CD&R) in an all-cash transaction with an enterprise value of approximately USD5.8 billion, including the assumption of debt.

CD&R, in the aggregate, is currently the beneficial owner of approximately 49 per cent of the Company’s outstanding shares of common stock. The proposed transaction delivers substantial value to Cornerstone Building Brands’ shareholders, who will receive USD24.65 in cash per share, representing an approximately 16 per cent premium to the closing price of the Company’s common stock as of 4 March, 2022, and an approximately 75 per cent premium to the closing price of the Company’s common stock as of 4 February, 2022, the last trading day prior to speculation in the market regarding a potential transaction.
 
The proposed transaction has been approved by a special committee of independent directors of the Company’s Board of Directors (the “Special Committee”) previously formed to evaluate and consider any potential or actual proposal from CD&R. The Board of Directors of the Company has approved the proposed transaction on the recommendation of the Special Committee.

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