DEERFIELD, Ill.--(BUSINESS WIRE)--
Fortune Brands Home & Security (NYSE: FBHS) has signed an agreement to
acquire Norcraft Companies, Inc., a leading, publicly-owned manufacturer
of kitchen and bathroom cabinetry.
"The combination of the two best cabinet businesses in North America is
exciting," said Chris Klein, chief executive officer, Fortune
Brands. "Norcraft has proven capabilities and great relationships in the
dealer channel with strong operating management throughout their
business. The combination will strengthen our overall product offering,
round out our regional market penetration and enhance our frameless
capabilities. We see many opportunities for enhanced growth by bringing
these businesses together."
"We believe Fortunes Brands' scale and resources provide a highly
complementary platform to continue enhancing our entire organization
while generating meaningful value for our shareholders," said Mark
Buller, chairman and chief executive officer of Norcraft. "We look
forward to the combination of these two best-in-class cabinet businesses
and are excited by the prospects for the future."
The purchase price is $25.50 per share, resulting in an enterprise value
of approximately $600 million. The transaction will be financed under
Fortune Brands' existing credit facility. Norcraft's 2014 sales were
$376 million. Additional details will be provided on the Fortune Brands
first quarter earnings call.
Fortune Brands expects to launch a tender offer for all outstanding
Norcraft shares in approximately 15 days. Upon completion of the tender
offer, Norcraft will be merged into Fortune Brands' cabinets business.
The transaction is subject to the tender of a majority of Norcraft's
shares and certain other customary closing conditions, and is expected
to close in the second quarter.
Strategic acquisitions are one component of Fortune Brands' overall
strategy to both grow the business and create incremental value for
shareholders through use of its strong balance sheet and cash flow.
About Fortune Brands
Fortune Brands Home & Security, Inc. (NYSE: FBHS), headquartered in
Deerfield, Ill., creates products and services that help fulfill the
dreams of homeowners and help people feel more secure. The Company's
trusted brands include MasterBrand cabinets, Moen faucets, Therma-Tru
entry door systems, and Master Lock and SentrySafe security products.
Fortune Brands holds market leadership positions in all of its segments.
Fortune Brands is part of the S&P MidCap 400 Index. For more
information, please visit www.FBHS.com.
Additional Information
The tender offer described in this release has not yet commenced. This
release and the description contained herein is neither an offer to
purchase nor a solicitation of an offer to sell shares of Norcraft
Companies, Inc. At the time the tender offer is commenced, Tahiti
Acquisition Corp., an affiliate of Fortune Brands Home & Security, Inc.,
intends to file with the Securities and Exchange Commission (the "SEC")
a Tender Offer Statement on Schedule TO containing an offer to purchase,
a form of letter of transmittal and other documents relating to the
tender offer, and Norcraft intends to file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to
the tender offer. Fortune Brands and Norcraft intend to mail these
documents to the stockholders of Norcraft. These documents, as they
may be amended from time to time, will contain important information
about the tender offer and investors and stockholders of Norcraft are
strongly urged to read them carefully and in their entirety when they
become available prior to making any decisions with respect to the
tender offer. Norcraft stockholders will be able to obtain a free
copy of these documents (when they become available) at the website
maintained by the SEC at www.sec.gov.
In addition, the Tender Offer Statement and other documents filed by an
affiliate of Fortune Brands with the SEC will be made available to all
stockholders of Norcraft free of charge at www.FBHS.com.
The Solicitation/Recommendation Statement and other documents filed by
Norcraft with the SEC will be made available to all stockholders of
Norcraft free of charge at www.norcraftcompanies.com.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING
STATEMENTS
This press release contains certain "forward-looking statements"
regarding business strategies, market potential, future financial
performance and other matters. Statements preceded by, followed by or
that otherwise include the words "believes," "expects," "anticipates,"
"intends," "projected," "estimates," "plans," "outlook," and similar
expressions or future or conditional verbs such as "will," "should,"
"would," "may" and "could" are generally forward-looking in nature and
not historical facts. Where, in any forward-looking statement, we
express an expectation or belief as to future results or events, such
expectation or belief is based on the current plans and expectations of
our management. Although we believe that these statements are based on
reasonable assumptions, they are subject to numerous factors, risks and
uncertainties that could cause actual outcomes and results to be
materially different from those indicated in such statements. These
factors are discussed in Item 1A of our Annual Report on Form 10-K for
the year ended December 31, 2014, filed with the Securities and Exchange
Commission. In addition, this press release contains certain
forward-looking statements that involve risks and uncertainties
associated with the transaction between Fortune Brands Home & Security,
Inc. ("FBHS") and Norcraft Companies, Inc. ("Norcraft"). These risks and
uncertainties include: the satisfaction of closing conditions for the
transaction between FBHS and Norcraft; market conditions; the effect of
the announcement of the transaction on Norcraft and FBHS's respective
businesses; the impact of any failure to complete the transaction; the
risk that Norcraft and FBHS will not realize the anticipated benefits of
the transaction; and other factors beyond the companies' control. The
forward-looking statements included in this release are made as of the
date hereof, and except as required by law, we undertake no obligation
to update, amend or clarify any forward-looking statements to reflect
events, new information or circumstances occurring after the date hereof.
Fortune Brands Home & Security, Inc.
Investor and Media Contact:
Brian
Lantz, 847-484-4574
brian.lantz@FBHS.com
Source: Fortune Brands Home & Security, Inc.
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