Gibraltar Industries, Inc. (NasdaqGS:ROCK) entered into an agreement to acquire OmniMax International, Inc. from funds managed by Strategic Value Partners, LLC for approximately $1.3 billion on November 16, 2025. The consideration consists of a total cash purchase price of $1.335 billion in cash at the closing of the Transaction, subject to customary adjustments related to working capital, indebtedness, cash and transaction expenses. Gibraltar has in place committed financing from Bank of America, Wells Fargo and KeyBanc Capital Markets to finance the transaction in the form of up to $1.3 billion new term loan facilities and an upsized $500 million revolving credit facility. Gibraltar intends to finance the Transaction with a combination of existing cash resources and proceeds from new indebtedness.

The acquisition, which has been unanimously approved by Gibraltar?s Board of Directors, is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. No vote of Gibraltar?s shareholders is required to approve the transaction. The acquisition is expected to close in the first half of 2026. The transaction is expected to be immediately accretive to EBITDA margin and cash flow. The transaction will be accretive to Gibraltar?s adjusted EPS in the first fiscal full year post close. Buy side termination fee is $55 million.

Perella Weinberg and BofA Securities are serving as financial advisors and Alison Z. Preiss and Hannah Clark of Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Gibraltar. Rothschild & Co. is serving as financial advisor and Nickolas Bogdanovich, Robert Kindler, James Langston, Matthew Leist, Christopher Wilson, Scott Sher, Robert Holo, Brianna van Kan, William O?Brien and Rebecca Coccaro of Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to OmniMax. Lisa Collier and Josh Zelig of Paul Hastings LLP advises the financing sources in the transaction.