Australia's Boral Picks up U.S. Building Products Supplier Headwaters

Building products provider Headwaters (HW) said Sunday that it has agreed to be acquired by Australian construction materials supplier Boral for $24.25 per share, or $2.6 billion, in cash.

Per the terms of the agreement, Headwaters' shareholders will receive $24.25 per share in cash, representing a roughly 21% premium to the target's closing $20.09 per share stock price on Nov. 18, and a 34% premium over its 30-day volume-weighted average closing stock price through Nov. 18.

The deal comes after a recent acquisition spree for South Jordan, Utah-based Headwaters, which scooped up Dallas-based vinyl and aluminum windows and patio doors manufacturer Krestmark Industries  in August for $240 million and Louisville, Ky.-based plasterboard maker Synthetic Materials in March for an undisclosed sum. 

Boral is Australia's largest building and constructions materials supplier and the deal will help it expand its current presence in the North American construction industry, according to the target's Sunday statement. 

Boral CEO Mike Kane said Headwaters' businesses are highly complementary with the buyer's existing U.S. operations, and added that the transaction price reflects his company's belief that "there is strong commercial rationale for combining the two portfolios."

Headwaters is a diversified building products supplier and also has been one of the largest U.S. sellers of fly ash, since its $243 million acquisition of Industrial Services Group in July 2002. Fly ash, composed of clay, quartz and feldspar, is often added to concrete to make it stronger and easier to work with.

The target is also a supplier of stone, concrete and specialty roofing products and has an energy unit that has a process for converting coal into liquid fuels through its direct coal liquefaction technology.

Boral, meanwhile is a Sydney, Australia-based distributor of a wide variety of construction materials and building products including cement, fly ash, pre-mix concrete, and asphalt, clay bricks and pavers, clay and concrete roof tiles, timber and plasterboard.

The buyer is listed on the Australian Stock Exchange and has a market capitalization of A$4.6 billion and posted revenues of A$4.3 billion in the 12 months ended June 30.

In a separate statement, Boral said it would partially finance the acquisition with a A$450 million ($330 million) institutional placement and A$1.6 billion accelerated renounceable entitlement offer. Boral also intends to use some debt and existing cash to pay for the deal.

The acquisition has been unanimously approved by the boards of directors of both companies, is subject to Headwaters' stockholder approval and regulatory approvals and is expected to be completed in mid-2017. 

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