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CD&R to acquire Cornerstone Building Brands

Clayton, Dubilier & Rice has agreed to acquire the shares it does not already own in Cornerstone Building Brands for $24.65 in cash per share.

Clayton, Dubilier & Rice has agreed to acquire the shares it does not already own in Cornerstone Building Brands for $24.65 in cash per share. Currently, CD&R owns a 49 percent stake in Cornerstone. Headquartered in Cary, North Caroline, Cornerstone is a maker of exterior building products.

PRESS RELEASE

CARY, NC–(BUSINESS WIRE)–Cornerstone Building Brands, Inc. (NYSE: CNR) (the “Company”), the largest manufacturer of exterior building products in North America, acknowledges receipt of a non-binding, best and final proposal from funds affiliated with Clayton, Dubilier & Rice, LLC (“CD&R”) to acquire all of the Company’s outstanding shares of common stock that CD&R does not already own for $24.65 in cash per share. CD&R, in the aggregate, is currently the beneficial owner of approximately 49% of the Company’s outstanding shares of common stock. The board of directors of the Company (the “Board”) previously formed a special committee of independent directors (the “Special Committee”) to evaluate and consider any potential or actual proposal from CD&R and any other alternative proposals or other strategic alternatives that may be available to the Company.

The Company cautions its stockholders and others considering trading in its securities that there can be no assurance that any definitive agreement will result from the proposal submitted by CD&R or that any transaction will be consummated in connection therewith. The Company and the Special Committee do not currently intend to comment further about this proposal unless and until a specific transaction is recommended by the Special Committee to, and approved by, the Board.

A copy of CD&R’s proposal letter, dated February 13, 2022, is available as an exhibit to CD&R’s statement of beneficial ownership on Schedule 13D/A as publicly filed today with the Securities and Exchange Commission.

Advisors

Centerview Partners LLC is serving as financial advisor to the Special Committee.

About Cornerstone Building Brands, Inc.
Cornerstone Building Brands is the largest manufacturer of exterior building products for residential and low-rise non-residential buildings in North America. Headquartered in Cary, N.C., we serve residential and commercial customers across the new construction and repair and remodel markets. Our market-leading portfolio of products spans vinyl windows, vinyl siding, stone veneer, metal roofing, metal wall systems and metal accessories. Cornerstone Building Brands’ broad, multichannel distribution platform and expansive national footprint includes more than 20,000 employees at manufacturing, distribution and office locations throughout North America. Corporate stewardship and environmental, social and governance (ESG) responsibility are embedded in our culture. We are committed to contributing positively to the communities where we live, work and play. For more information, visit us at www.cornerstonebuildingbrands.com.