March 24 (Reuters) - Fibre-cement maker James Hardie
Industries ( JHX ) said it would acquire U.S outdoor building
products maker AZEK Company ( AZEK ) in a cash and stock deal
worth $8.75 billion including debt, looking to boost growth with
new offerings to homeowners.
AZEK ( AZEK ) shareholders will receive $26.45 in cash and 1.034
James Hardie shares for each AZEK ( AZEK ) share, bringing the total per
share value to $56.88 per share, a 37.4% premium to AZEK's ( AZEK ) last
close on Friday.
AZEK's ( AZEK ) board of directors has recommended accepting the
offer, Hardie and AZEK ( AZEK ) said in a joint statement. AZEK ( AZEK )
manufactures wood decking, pergolas and outdoor living products.
James Hardie's Australian-listed shares dropped 10.4% in
early trade on Monday, while the S&P/ASX200 was off
0.2%, reflecting the share dilution.
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.
The $8.75 billion price tag includes AZEK's ( AZEK ) $386 million
worth of net debt, James Hardie said.
The company said it expected to achieve at least $350
million worth of additional earnings once the deal was complete.
It added it expected there would be $125 million of cost savings
in the deal.
The combined companies shares will be listed on the New York
Stock Exchange with its Australian chess depositary interest
(CDI) listing remaining in place, it said in a statement.
James Hardie was founded in Australia but is now
headquartered in Ireland. Its management team is based in
Chicago.
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.
The deal is anticipated to close in the second half of
calendar year 2025, the firm said, subject to regulatory
approvals.