TAMPA, Fla. — Miter Brands, a nationwide manufacturer of precision-built windows and doors, has bested a Masonite offer to acquire window and door manufacturer PGT Innovations Inc. The definitive merger agreement between Miter Brands and PGT is valued at $42.00 per share in cash, or an enterprise value of approximately $3.1 billion.

Masonite International Corporation (FDMC300 #8, $2.9 billion) confirmed that it had terminated its previously announced definitive merger agreement to acquire PGT Innovations, Inc. and would not increase its offer valued at $3 billion in cash and stocks after being notified that the PGTI Board had determined that a revised proposal from Miter Brands was a “superior proposal.”

In accordance with the terms of the of the original merger agreement, Masonite received a termination fee of $84 million.

Miter's transaction with PGTI is expected to close by mid-year 2024, subject to PGTI shareholder approval, regulatory approval, and customary closing conditions. Miter has obtained commitment letters from Koch Equity for the financing necessary to complete the transaction, which is not subject to a financing condition. Upon completion of the transaction, PGTI will become a privately held subsidiary of Miter and its common stock will no longer be traded on the NYSE.

Matt DeSoto, president and CEO of Miter Brands, said, the two companies are "fully aligned in providing world-class service and the finest products with a culture where people, performance, and customer experiences come first ... The combined company will continue its long-held commitment to innovation, service, and high-quality window and door products as we accelerate our growth trajectory. We are excited to welcome the PGTI team into our owner-operated business with family-first values.”

Jeffrey T. Jackson, PGTI president and CEO, said, “We are thrilled to have reached an agreement with Miter that maximizes value for PGTI shareholders.”

The original definitive agreement between flooring giants Masonite and PGT was initially announced on December 18. At the time, PGT president and CEO Jeffrey T. Jackson called it a  "significant milestone for PGT Innovations."  

The lucrative offer, which was the 15th such offer entertained by PGT, seemed secure until Jan. 12 when PGT found itself in the enviable position of a second bidder starting a bidding war while the first deal was still going through final shareholder and regulatory approvals.  

Miter Brands, a window and door company based in Gratz, Pennsylvania, presented an unsolicited bid to acquire all outstanding shares of PGT Innovations’ common stock for $41.50 per share in cash. The final offer was raised to $42 per share which equaled a $1 per share increase from the Masonite offer.

On Jan. 8, PGT’s board of directors announced that they were entertaining the proposal stating that while it found the unsolicited proposal “not superior” to PGTI’s definitive agreement with Masonite, depending on the outcome of future negotiations, Miter’s proposal would “reasonably be expected to lead to a superior proposal if Miter can improve several aspects of its proposed transaction."

The decision to waive our right to increase our offer reflects our commitment to financial discipline and rigor in our strategic investments,” said Howard Heckes, president and CEO of Masonite. “We remain focused on the execution of our Doors That Do More growth initiatives and the pursuit of our 2027 financial goals. I am confident in Masonite’s ability to create long-term value for our customers and our shareholders as we continue to deliver reliable supply, drive product leadership, and win the sale.”