James Hardie Industries To Acquire AZEK Company In $8.75 Bln Cash And Stock Deal

(RTTNews) - James Hardie Industries plc (JHX, JHX.AX) agreed to acquire The AZEK Company Inc. (AZEK), a manufacturer of high-performance, low-maintenance and environmentally sustainable outdoor living products, for a combination of cash and James Hardie shares with a total transaction value of $8.75 billion, including AZEK's net debt of approximately $386 million.

As per the terms of the Agreement, AZEK shareholders will receive $26.45 in cash and 1.0340 ordinary shares of James Hardie to be listed on the New York Stock Exchange for each share of AZEK common stock they own. The stock and cash consideration represents a total per share value of $56.88, based on the closing stock price of A$46.80 per share of James Hardie's CHESS Depositary Interest listing on the Australian Securities Exchange on March 21, 2025, which is a 26% premium to AZEK's volume-weighted average price over the 30 trading days prior to March 21, 2025.

James Hardie said it plans to fund the cash portion of the transaction through debt financing and has secured a fully committed bridge financing facility led by Bank of America and Jefferies LLC.

Upon completion of the transaction, James Hardie and AZEK shareholders are expected to own approximately 74% and 26%, respectively, of the combined company. Following the closing of the transaction, James Hardie's ordinary shares will be listed on the NYSE and James Hardie is expected to be eligible for broader index inclusion in the U.S. in the future.

James Hardie Chief executive officer Aaron Erter will serve as Chief Executive Officer, and James Hardie Chief Financial calendar Rachel Wilson will serve as Chief Financial Officer, of the combined company.

Upon the closing of the transaction, Howard Heckes, Gary Hendrickson and Jesse Singh will join James Hardie's Board of Directors.

The boards of directors of both James Hardie and AZEK have each unanimously approved the transaction. The transaction is currently anticipated to close in the second half of calendar year 2025 and is subject to customary closing conditions, regulatory approvals and AZEK shareholder approval. A vote by James Hardie shareholders is not required for James Hardie to issue shares in connection with the transaction.

James Hardie reaffirmed its fiscal year 2025 guidance provided on November 13, 2024, for North American volume and EBIT Margin, as well as Adjusted Net Income, not including any acquisition related costs.

AZEK also reaffirmed all elements of its full-year fiscal 2025 and second quarter of fiscal 2025 outlook provided on February 4, 2025.