Woodgrain to acquire Huttig Building Products, a leading distributor of millwork, building materials, wood products, for US$350M including assumption of debt; deal expected to close in Q2 subject to regulatory approval

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FRUITLAND, Idaho and ST. LOUIS , March 22, 2022 (press release) –

Woodgrain Inc. (“Woodgrain”) and Huttig Building Products, Inc. (“Huttig,” or the “Company”) (NASDAQ: HBP) are pleased to announce a definitive agreement has been reached whereby Woodgrain will purchase Huttig, a leading distributor of millwork, building materials, and wood products. This acquisition will significantly increase Woodgrain’s distribution network, its product offering, and its value-added services.

“Huttig has a long history as a value-added distributor, focused on service and innovation. This acquisition will increase our footprint by expanding our network, and by adding Huttig’s expertise and resources to our own, we are positioned to bring even more value to our respective customers and supply partners. We are thrilled to add Huttig’s talented associates to our Woodgrain family,” said Kelly Dame, President and Chief Executive Officer of Woodgrain.

Jon Vrabely, Huttig’s President and Chief Executive Officer, said, “We are confident that the Company’s comprehensive strategic alternatives review process that was publicly announced in October 2021 has resulted in a tremendous outcome for our stockholders, associates, and customers. The Board of Directors determined that this premium, all-cash offer would create increased value for our stockholders, while providing continued growth opportunities for our associates. We are especially pleased that we achieved a great outcome for all of our stakeholders with Woodgrain as we have enjoyed a strong partnership with them for several decades. Our organizations share many of the same values, and we are certain that the Dame family will be great stewards of the Huttig brand and legacy that has existed since 1885.”

Woodgrain will acquire Huttig in an all-cash transaction valued at $10.70 per share, or approximately $350 million including the assumption of debt. The acquisition is subject to a minimum tender of a majority of the outstanding Huttig common shares and other customary closing conditions, and is expected to close in the second quarter of 2022 subject to regulatory approval. The Huttig Board of Directors has unanimously approved the acquisition and recommends that Huttig stockholders tender their shares in the transaction.

Wells Fargo is serving as exclusive financial adviser to Woodgrain and will also serve as sole underwriter for the transaction financing. Stoel Rives is serving as legal advisor to Woodgrain on the transaction.

Lincoln International is serving as financial advisor to Huttig. Baker McKenzie is serving as legal advisor to Huttig on the transaction.

About Woodgrain

Woodgrain is one of the leading millwork operations with locations throughout the United States and Chile. With 68 years of quality craftsmanship and service, Woodgrain is a leading producer of mouldings, doors, and windows. Woodgrain, Inc. is headquartered in Fruitland, Idaho with six divisions and over 30 manufacturing and warehouse facilities in the United States and South America. For the nearest distributor of Woodgrain products, visit www.woodgrain.com.

About Huttig

Huttig, currently in its 138th year of business, is one of the largest domestic distributors of millwork, building materials and wood products used principally in new residential construction and in-home improvement, remodeling and repair work. Huttig distributes its products through 25 distribution centers serving 41 states. Huttig's wholesale distribution centers sell principally to building materials dealers, national buying groups, home centers and industrial users, including makers of manufactured homes.

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