KKR Raises Price to $42.25; Masonite Reschedules
Shareholders Meeting
Toronto, February 17, 2005
— Masonite International Corporation (TSX
and
NYSE: MHM) announced today that it has amended
its agreement with Stile Acquisition Corp.,
an affiliate of Kohlberg Kravis Roberts &
Co. (KKR), to provide for an increase in the
price at which Stile would acquire all the common
shares of Masonite to C$42.25 per share cash
from C$40.20 per share cash, an increase of
C$2.05 per share. Masonite's Board unanimously
recommends that shareholders vote in favour
of the revised transaction.
In light of the increased price, Masonite has
rescheduled its shareholders meeting to approve
the acquisition by way of plan of arrangement
from February 18, 2005 to March 31, 2005. The
record date for entitlement to receive notice
of and to vote at the shareholders meeting will
be March 1, 2005 and a proxy circular will be
mailed not later than March 10, 2005. These
dates are subject to approval by the Ontario
Superior Court of Justice.
Masonite's Special Committee of directors has
been advised by Merrill Lynch that the consideration
under the revised offer is fair from a financial
point of view to the shareholders of Masonite
other than senior management. The Special Committee
has unanimously concluded that the revised offer
is fair to the shareholders other than senior
management and in the best interests of the
Company and has recommended that the Board approve
the transaction as revised. The Board agreed
with the Special Committee's conclusions and
unanimously recommends that Masonite's shareholders
vote in favour of the revised transaction.
Masonite is a unique, integrated, global building
products company with its corporate headquarters
in Mississauga, Ontario and its international
administrative offices in Tampa, Florida. It
operates over 75 facilities in 16 countries
in North America, South America, Europe, Asia
and Africa and has approximately 14,000 employees.
The company sells its products to customers
in over 50 countries. For more information,
visit www.masonite.com.
KKR is one of the world's oldest and most experienced
private equity firms specializing in management
buyouts, with offices in New York, Menlo Park,
California and London, England. Over the past
twenty eight years, KKR has invested in more
than 115 transactions with a total value of
US$138 billion. For more information, visit
www.kkr.com.
Contact:
John F. Ambruz
Executive Vice-President, Strategic Development
Masonite International Corporation
Telephone: (905) 670-6500
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