TAMPA, Fla. — Masonite International Corporation announced April 25 that approximately 99% of votes cast by shareholders favored a deal that would see Owen Corning acquiring the company for $3.9 billion.

Howard Heckes, president and CEO of Masonite, said, “We thank our shareholders for their overwhelming support of this transaction. Together with Owens Corning, we will be even better positioned to continue transforming the door industry through the execution of our proven Doors That Do More strategy. We will continue working to complete the transaction and are committed to a smooth transition for our stakeholders.” 

Separately, both Hawkes and Owens Corning CEO Brian D. Chambers said they expect to complete the transaction in mid-2024. The deal is subject to remaining regulatory approvals and other customary closing conditions including the issuance of the final order by the Supreme Court of British Columbia approving the plan of arrangement. 

The CEOs did not comment on lawsuits filed in April by individual shareholders trying to block the sale. The suits allege that members of the board of directors provided incomplete and misleading information concerning the company’s financial projections and stated there were conflicts of interest by financial advisors and company insiders, according to a Masonite proxy statement filed April 16 with the Securities and Exchange Commission. 

Founded in 1925, Masonite  (FDMC 300 #8, $2.9 billion) designs, manufactures, and markets doors and door systems, with a vertically integrated manufacturing model serving both repair and remodel and new construction demand. 

The tentative deal covers Masonite’s residential space, said Chambers. 

In a separate transaction, Masonite has entered into a definitive agreement for the sale of all assets associated with the company’s Architectural segment to subsidiaries of IBP Solutions, Inc., a newly formed portfolio company of Industrial Opportunity Partners.

The transaction is expected to close in the second quarter of 2024 and is subject to customary closing conditions. The Architectural segment of Masonite is involved in the production and distribution of doors and door systems, specifically catering to the construction and renovation sectors.

Chambers, who also serves as Owens Corning president, said that they were aware that Masonite has been looking for alternatives for their architectural business for the last several quarters. “Our view,” he said, “is that the value of the business is primarily in that residential space. That's how we place the value. That's where we see the opportunity for us to continue to grow inside the interior and exterior space around residential and that part of the business is going to be a great fit as we go forward.”

He added that the architectural business was not key for the company. “From a financial standpoint, a valuation standpoint, it's a business that hasn't generated a lot of earnings. I think that's why they were looking for alternatives in that space to maybe get that to a home that would be a better fit.”