Woodgrain Announces Extension of Tender Offer for Huttig Building Products

April 25th, 2022 by Editor

Woodgrain Inc. has announced that it is extending its previously announced tender offer to purchase all outstanding shares of common stock of Huttig Building Products until 11:59 p.m. EST, on Monday, May 2, 2022.

As announced in March, Woodgrain through its wholly owned subsidiary HBP Merger Sub, Inc., commenced a tender offer to purchase all outstanding shares of Huttig for a purchase price per share of $10.70, net to the seller in cash, without interest and subject to any required withholding taxes. The tender offer was previously scheduled to expire on April 25, 2022. The tender offer may be extended further in accordance with the merger agreement and the applicable rules and regulations of the U.S. Securities and Exchange Commission (SEC). All other terms and conditions of the tender offer will remain unchanged during the extended period.

The tender offer is being extended to give stockholders of Huttig more time to complete the documentation required to tender shares into the tender offer, to extend the period for Woodgrain’s lender to syndicate the loan to finance the transaction, and to allow the participants in Huttig’s auction process who signed nondisclosure letters sufficient time to consider clarifying disclosures made by Huttig regarding standstill provisions in the letters.

The depositary for the tender offer is Computershare Trust Company, which has advised Woodgrain that, as of 5:00 p.m. EST, on Friday, April 22, 2022, the last business day prior to the announcement of the extension of the tender offer, 8,047,767 shares of Huttig had been validly tendered and received, and not validly withdrawn, pursuant to the tender offer. That number represents approximately 29.4% of Huttig’s outstanding shares. Stockholders who have already tendered their shares do not need to retender such shares or take any other action as a result of the extension of the tender offer. Expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which was a condition to completing the acquisition of Huttig by Woodgrain, occurred on April 12, 2022; the closing of the tender offer remains subject to other customary conditions, including the tender of shares representing at least a majority of the total number of Huttig’s outstanding shares.

The tender offer materials may be obtained at no charge by calling information agent, Georgeson LLC, toll free at 888-607-9252, and may also be obtained at no charge at the website maintained by the SEC at www.sec.gov.

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