Woodgrain Inc. entered into a definitive agreement to acquire Huttig Building Products, Inc. (NasdaqCM:HBP) from Mill Road Capital II, L.P., managed by Mill Road Capital Management LLC and others for approximately $290 million on March 20, 2022. Woodgrain will acquire Huttig in an all-cash transaction valued at $10.70 per share, or approximately $350 million including the assumption of debt. Woodgrain has obtained debt financing commitments for the financing necessary to complete the transaction. Wells Fargo Bank, National Association and Wells Fargo Securities, LLC have agreed to arrange, manage and underwrite the Debt Financing in the transaction. The merger agreement further provides that Huttig would be required to pay Woodgrain a termination fee of $8.82 million in certain circumstances, including if Woodgrain terminates the agreement following a change in recommendation by the Board of Directors of Huttig.

The transaction is subject to a minimum tender of a majority of the outstanding Huttig common shares, the waiting period under the HSR Act must have expired or been terminated, regulatory approval, and other customary closing conditions. The Huttig Board of Directors has unanimously approved the acquisition and recommends that Huttig stockholders tender their shares in the transaction. As of April 12, 2022, the waiting period under HSR has been expired. On March 28, 2022, Woodgrain Inc. commenced the cash tender offer for all of the issued and outstanding shares of Common Stock of Huttig Building Products, Inc. As of April 22, 2022, approximately 8.05 million shares of Huttig had been validly tendered and received, and not validly withdrawn, pursuant to the tender offer, representing approximately 29.4% of Huttig's outstanding shares. The transaction is expected to close in the second quarter of 2022. The tender offer will expire on April 25, 2022. As of April 25, 2022, the tender offer has been extended to May 2, 2022, unless further extended.

Wells Fargo is serving as exclusive financial adviser to Woodgrain and will also serve as sole underwriter for the transaction financing. Kris J. Ormseth and James M. Kearney of Stoel Rives LLP is serving as legal advisor to Woodgrain on the transaction. Lincoln International is serving as financial advisor and fairness opinion provider to Huttig. Craig A. Roeder and Piotr Korzynski of Baker McKenzie is serving as legal advisor to Huttig on the transaction. Georgeson LLC acted as information agent and Computershare acted as depositary and paying agent in the tender offer for Huttig. Lincoln will receive a transaction fee that is estimated to be approximately $3.5 million, $0.35 million of which became payable upon the delivery of Lincoln's opinion and the remainder of which will become payable upon consummation of the transaction. Mayer Brown acted as financial advisor to Huttig Building Products, Inc.