The Investor
24 Mar 2025, 19:26
AZEK to Be Acquired by James Hardie in Cash-and-Stock Merger Valued at $26.45 Per Share
On March 23, 2025, The AZEK Company Inc. announced it has entered into a definitive merger agreement with James Hardie Industries plc (JHX), under which JHX will acquire AZEK in a transaction valued at $26.45 in cash plus 1.0340 JHX shares for each AZEK share. The deal, structured as a cash-and-stock merger, will see AZEK become an indirect wholly owned subsidiary of JHX.
At the effective time of the merger, AZEK shareholders will receive the stated cash consideration and JHX shares, subject to applicable tax withholdings, in exchange for each outstanding share of AZEK Class A common stock. The transaction will be taxable to AZEK shareholders for U.S. federal income tax purposes.
The agreement also includes detailed provisions for converting outstanding AZEK equity awards into new awards under JHX’s equity programs, preserving existing terms where possible. Notably, equity held by directors will vest immediately and be paid out in cash and shares.
The combined company will benefit from expanded scale and complementary product lines in the building materials sector. The merger is subject to regulatory approvals, a majority shareholder vote by AZEK, and other customary closing conditions. Three current AZEK board members — Gary Hendrickson, Jesse Singh, and Howard Heckes — will join JHX’s board upon closing.
If AZEK terminates the agreement to accept a superior proposal, it will be obligated to pay a $272 million termination fee.
The merger is expected to close by March 2026, pending satisfaction of conditions. A joint proxy statement/prospectus will be filed with the SEC in the coming months.
On March 23, 2025, The AZEK Company Inc. announced it has entered into a definitive merger agreement with James Hardie Industries plc (JHX), under which JHX will acquire AZEK in a transaction valued at $26.45 in cash plus 1.0340 JHX shares for each AZEK share. The deal, structured as a cash-and-stock merger, will see AZEK become an indirect wholly owned subsidiary of JHX.
At the effective time of the merger, AZEK shareholders will receive the stated cash consideration and JHX shares, subject to applicable tax withholdings, in exchange for each outstanding share of AZEK Class A common stock. The transaction will be taxable to AZEK shareholders for U.S. federal income tax purposes.
The agreement also includes detailed provisions for converting outstanding AZEK equity awards into new awards under JHX’s equity programs, preserving existing terms where possible. Notably, equity held by directors will vest immediately and be paid out in cash and shares.
The combined company will benefit from expanded scale and complementary product lines in the building materials sector. The merger is subject to regulatory approvals, a majority shareholder vote by AZEK, and other customary closing conditions. Three current AZEK board members — Gary Hendrickson, Jesse Singh, and Howard Heckes — will join JHX’s board upon closing.
If AZEK terminates the agreement to accept a superior proposal, it will be obligated to pay a $272 million termination fee.
The merger is expected to close by March 2026, pending satisfaction of conditions. A joint proxy statement/prospectus will be filed with the SEC in the coming months.
