March 24 (Reuters) - Fibre-cement maker James Hardie
Industries ( JHX ) said on Monday it will acquire outdoor
products manufacturer AZEK Company ( AZEK ) in a cash and stock
transaction valued at $8.75 billion, in what could potentially
be Australia's largest deal to date in 2025.
Under the deal, AZEK ( AZEK ) shareholders are set to receive $26.45
in cash and 1.0340 ordinary shares of James Hardie to be listed
on the New York Stock Exchange for each AZEK ( AZEK ) share, bringing the
total per share value to $56.88 per share, representing a 37.4%
premium to AZEK's ( AZEK ) last close on Friday.
Upon completion of the transaction, James Hardie and AZEK ( AZEK )
shareholders are expected to own around 74% and 26%,
respectively, of the combined company.
"Given the substantial opportunity to drive synergies and
James Hardie and AZEK's ( AZEK ) shared discipline around operational
efficiency, we expect to significantly enhance the combined
company's profitability and cash flow," said Aaron Erter, James
Hardie's chief executive officer.
Upon close, James Hardie's ordinary shares would be listed
on the New York Stock Exchange, while maintaining its current
chess depositary interest (CDI) listing and index inclusion on
the Australian stock exchange, it said in a statement.
The firm intends to fund the cash portion of the transaction
through debt financing and has secured a fully committed bridge
financing facility, it said without disclosing any further
details.
James Hardie also plans to execute up to $500 million of
share repurchases in the 12 months after the closing of the
transaction, it added.
Both boards of directors have unanimously approved the
transaction, with the deal anticipated to close in the second
half of calendar year 2025, the firm said, subject to regulatory
approvals.