Ply Gem Holdings

Apr 17, 2018

Clayton, Dubilier & Rice Completes Acquisition of Ply Gem Holdings, Inc. • CD&R and Golden Gate Capital complete Acquisition of Atrium Windows & Doors and Merge the Company with Ply Gem • Combination Creates Industry-Leading Exterior Building Products Company with $2.4 Billion of Revenue CARY, N. Car. & NEW YORK, April 16, 2018-- Ply Gem Holdings, Inc. and Clayton, Dubilier & Rice (CD&R) announced the completion of the acquisition of Ply Gem, a leading manufacturer of building products in North America, by CD&R funds. As previously announced, CD&R funds acquired all of the outstanding shares of Ply Gem common stock in a go-private transaction valued at approximately $2.4 billion. Ply Gem’s board of directors unanimously approved the agreement, which provides for the payment of $21.64 per share in cash to all holders of Ply Gem common stock. The cash purchase price represents a premium of approximately 20% over Ply Gem’s closing stock price on January 30, 2018. CD&R has also completed its acquisition of Atrium Windows & Doors and combined the company with Ply Gem to create an exterior building products company with total revenue of more than $2.4 billion in 2017. CD&R funds own approximately 67% of the new privately-held company, and Atrium shareholders, which include funds managed by Golden Gate Capital, hold approximately 33%. The new Ply Gem will continue to be headquartered in Cary, NC, and Gary E. Robinette, currently Chairman and CEO of Ply Gem, will continue as Chairman and CEO. John Krenicki, a CD&R Operating Partner and former Vice Chairman of General Electric Company, has assumed the role of Lead Director of the Board. About Ply Gem Ply Gem, headquartered in Cary, N.C., is a leading manufacturer of building products in North America. Number one in vinyl siding and in vinyl and aluminum windows, Ply Gem produces a comprehensive product line of windows and patio doors, vinyl and aluminum siding and accessories, designer accents, cellular PVC trim and mouldings, vinyl fencing and railing, stone veneer, roofing and gutterware products, used in both new construction and home repair and remodeling across the United States and Canada. Visit www.plygem.com for more information. About Atrium Corporation Established in 1948, Atrium is a nationally-recognized provider of high quality windows and doors to the new construction and repair and remodel markets. The company operates a nationwide network of manufacturing facilities and sells a comprehensive line of products in all 50 states and Canada. For more information on Atrium and its quality window and door products, visit www.atrium.com. About Clayton, Dubilier & Rice Founded in 1978, Clayton, Dubilier & Rice is a private investment firm. Since inception, CD&R has managed the investment of $26 billion in 80 companies with an aggregate transaction value of more than $100 billion. The Firm has offices in New York and London. For more information, visit www.cdr-inc.com. About Golden Gate Capital Golden Gate Capital is a San Francisco-based private equity investment firm with over $15 billion of capital under management. The principals of Golden Gate Capital have a long and successful history of investing across a wide range of industries and transaction types, including going-privates, corporate divestitures, and recapitalizations, as well as debt and public equity investments. For more information, visit www.goldengatecap.com. Forward-Looking Statements This press release and oral statements made from time to time by Ply Gem’s representatives may contain certain statements that are not historical facts, including Ply Gem’s plans to consummate the transaction, including the related financing transactions, as well as the terms and conditions of such transactions and the timing thereof. Those statements constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that could cause Ply Gem’s actual results to differ materially from the results expressed in or implied by Ply Gem’s forward-looking statements, including (i) conditions to the closing of the transaction may not be satisfied; (ii) the transaction may involve unexpected costs, liabilities or delays; (iii) the business of Ply Gem may suffer as a result of uncertainty surrounding the transaction; (iv) the outcome of any legal proceedings related to the transaction; (v) Ply Gem may be adversely affected by other economic, business, and/or competitive factors; (vi) the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement; (vii) other risks to consummation of the transaction, including with respect to the financing and the risk that the transaction will not be consummated within the expected time period or at all ; and (viii) other factors discussed in Ply Gem’s news releases, public statements and/or filings with the Securities and Exchange Commission, including Ply Gem’s most recent Annual and Quarterly Reports on Form 10-K and Form 10-Q. Many of these factors are outside of Ply Gem’s control and all of these factors are difficult or impossible to predict accurately. Ply Gem undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Contact: