MasterBrand, Inc. and American Woodmark Corporation have received shareholder approval to complete an all‑stock merger that will combine the two companies into a single entity.
Under the terms of the deal, each share of American Woodmark will be exchanged for 5.150 shares of MasterBrand common stock, giving MasterBrand shareholders approximately 63% ownership of the combined company and American Woodmark shareholders 37%.
The transaction values the combined company at a pro‑forma equity value of $2.4 billion and an enterprise value of $3.6 billion. Management projects run‑rate cost synergies of roughly $90 million by the end of year three.
MasterBrand reported Q3 2024 net sales of $718.1 million, up 6.0% YoY, and net income of $29.1 million, down from $59.7 million in the prior year quarter. Adjusted EBITDA margin fell to 14.6% from 16.6%. American Woodmark posted Q3 FY2025 net sales of $397.6 million, down 5.8% YoY, and net income of $16.6 million, compared with $21.2 million in the prior year quarter. Adjusted EBITDA for the quarter was $38.4 million, or 9.7% of net sales.
The merger is intended to create the largest residential cabinet manufacturer in North America, expanding MasterBrand’s scale and product portfolio and integrating American Woodmark’s premium cabinetry brands and distribution network. Management cited cost‑saving opportunities from procurement optimization, manufacturing network consolidation, and administrative expense reductions as key drivers of the projected synergies.
MasterBrand’s Q3 2024 net income decline was driven by acquisition‑related costs, lower gross profit margin, restructuring charges, and higher interest expense. American Woodmark’s Q3 FY2025 results were affected by softer demand in the remodel market and a decline in new construction single‑family activity as inventories were reduced.
The transaction is subject to regulatory clearance under the Hart‑Scott‑Rodino Antitrust Improvements Act. MasterBrand has withdrawn and refiled its HSR filing, and an integration management office has been established to oversee the post‑merger integration. Dave Banyard, MasterBrand’s CEO, will lead the combined company, and three directors from American Woodmark will join MasterBrand’s board.
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