NYSE:AZEK

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AZEK Sells Scranton Products Business to Sky Island Capital

The AZEK Company has completed the sale of its Scranton Products division, part of its Commercial segment, to private equity firm Sky Island Capital. Scranton Products, known for durable HDPE plastic bathroom partitions and lockers, will continue operations under existing leadership, with Rob Donlon remaining as VP and GM.

AZEK sees the divestiture as a strategic move to sharpen focus on its core residential outdoor living products. Financial terms were not disclosed. William Blair advised AZEK on the transaction.
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Author
European Investor 06-24-25
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.
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Author
The Investor 03-24-25
The AZEK Company Inc. Announces Amendments to Corporate Charter and Election of Board Members
Chicago, IL (March 5, 2025) – The AZEK Company Inc. (NYSE: AZEK) announced today the approval of amendments to its Certificate of Incorporation and the results of its 2025 Annual Meeting of Stockholders held on February 28, 2025.

Key Corporate Amendments
At the Annual Meeting, stockholders approved amendments to the Company’s Restated Certificate of Incorporation, including:

Removal of References to Former Private Equity Sponsors – This amendment eliminates outdated references to AZEK’s previous private equity sponsors.
Removal of Sponsor Corporate Opportunity Waiver Provision – This amendment removes a waiver provision that had previously exempted private equity sponsors from certain corporate opportunities.
Following the approval, the Certificate of Amendment was filed with the Delaware Secretary of State on March 5, 2025, becoming immediately effective.

Board of Directors Election Results
Stockholders elected the following individuals to serve one-year terms on the Board of Directors until the 2026 Annual Meeting:

Gary Hendrickson
Jesse Singh
Pamela Edwards
Howard Heckes
Vernon J. Nagel
Harmit Singh
Brian Spaly
Fiona Tan
Each nominee received strong stockholder support, with Jesse Singh receiving the highest number of votes (131,445,884 For / 1,283,096 Withheld).

Additional Proposals and Voting Results
Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for FY 2025 – Approved (136,245,470 votes For).
Approval of Executive Compensation in an advisory vote – Approved (127,885,201 votes For).
Amendments to Certificate of Incorporation to remove references to private equity sponsors – Approved (96,413,651 votes For).
Removal of Sponsor Corporate Opportunity Waiver – Approved (132,669,589 votes For).
Removal of Sponsors’ Exemption from Business Combination Restrictions – Not Approved (53,699,518 votes For, 78,975,181 votes Against).
Next Steps
The Third Restated Certificate of Incorporation reflecting the approved amendments has been filed with the Delaware Secretary of State and is now effective.
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M
ME NEWS 03-06-25