James Hardie Industries plc (ASX:JHX) entered into a definitive agreement acquire The AZEK Company Inc. (NYSE:AZEK) for $8.2 billion on March 23, 2025. Under the terms of the Agreement, AZEK shareholders will receive $26.45 in cash and 1.0340 ordinary shares of James Hardie. James Hardie intends to fund the cash portion of the transaction through debt financing and has secured a fully committed bridge financing facility led by Bank of America and Jefferies LLC. The sell-side termination fee equates to $272 million. The boards of directors of both James Hardie and AZEK have each unanimously approved the transaction. The transaction is subject to customary closing conditions, regulatory approvals and AZEK shareholder approval. A vote by James Hardie shareholders is not required for James Hardie to issue shares in connection with the transaction. The transaction is subject to registration statement effectiveness and approval of acquirer shareholders. AZEK shareholder will hold the special meeting on June 27, 2025 to approve the transaction. Effective as of 11:59 p.m. Eastern Time on June 2, 2025, the applicable waiting period under the HSR Act expired. As of May 30, 2025, James Hardie Industries announced successful syndication of new credit facilities to support its operations and its planned transaction with The AZEK Company Inc. The James Hardie Industries syndicated new senior secured credit facilities totaling $3.5 billion with broad support including 30 participating banks. Specifically, James Hardie Industries secured a $1 billion revolving credit facility and $2.5 billion senior secured Term Loan A split between a $750 million 3-year tranche and $1,750 million 5-year tranche. The transaction is currently anticipated to close in the second half of calendar year 2025.

As of June 27, 2025, approximately 99.96% of the votes cast at the Special Meeting voted in favor of the proposal to adopt the merger agreement, representing approximately 75.61% of AZEK?s total outstanding shares of common stock.

Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider to AZEK. AZEK has agreed to pay Goldman Sachs a transaction fee that is estimated at approximately $53 million. Mark Gordon, Benjamin M. Roth and Mark A. Stagliano of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisor to AZEK. Michael Coyle,Fintan Clancy, Orlaith Kane and Phil Cody of Arthur Cox LLP and Gilbert and Tobin acted as legal advisor to James Hardie. Richard C. Witzel of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to James Hardie. Robert M. Katz of Latham & Watkins LLP acted as legal advisor to Jefferies LLC in its role as financial advisor and BofA Securities, Inc. acted as financial advisor to James Hardie. Cahill is advising the lead arrangers in connection with providing bridge financing commitments and related debt financings. AZEK has engaged Innisfree M&A Incorporated to assist in the solicitation of proxies for a fee of up to $37,500. Equiniti Trust Company is acting as the transfer agent for AZEK. D.F. King & Co., Inc. acted as information agent to James Hardie and will receive a fee of $15,000.

James Hardie Industries plc (ASX:JHX) completed the acquisition of The AZEK Company Inc. (NYSE:AZEK) on March 23, 2025. Aaron Erter and Rachel Wilson will continue to serve as Chief Executive Officer and Chief Financial Officer. Jon Skelly has been appointed President ? AZEK Residential, Sam Toole will join James Hardie as Chief Marketing Officer, AZEK® brands, and Chris Russell will join James Hardie as VP, Global Strategy and Corporate Development. Jesse Singh, Howard Heckes, and Gary Hendrickson will join the James Hardie Board of Directors. On completion, AZEK stock has ceased trading and is no longer listed on the New York Stock Exchange (?NYSE?) and termination of James Hardie?s American Depositary Share program took effect on July 1, 2025, and James Hardie?s ordinary shares are now listed and traded on the NYSE under the symbol ?JHX.? James Hardie ordinary shares continue to be listed for trading on the Australian Securities Exchange via CHESS Units of Foreign Securities, each representing beneficial ownership of one James Hardie ordinary share.