James Hardie acquires AZEK
James Hardie and The AZEK Company Inc. have entered into a definitive agreement under which James Hardie will acquire AZEK for a combination of cash and James Hardie shares with a total transaction value of $8.75 billion, including AZEK’s net debt of approximately $386 million as of December 31, 2024.
Under the terms of the agreement, AZEK shareholders will receive $26.45 in cash and 1.0340 ordinary shares of James Hardie to be listed on the New York Stock Exchange (NYSE) for each share of AZEK common stock they own. The stock and cash consideration represents a total per share value of $56.88, based on the closing stock price of AU$46.80 per share of James Hardie’s CHESS Depositary Interest (CDI) listing on the Australian Securities Exchange (ASX) on March 21, 2025.
Upon completion of the transaction, James Hardie and AZEK shareholders are expected to own approximately 74 percent and 26 percent, respectively, of the combined company. Following the closing of the transaction, James Hardie’s ordinary shares will be listed on the NYSE and James Hardie is expected to be eligible for broader index inclusion in the U.S. in the future. James Hardie will maintain its current CDI listing and index inclusion on the ASX.
According to a press release, the deal brings together complementary products that span siding, exterior trim, decking, railing and pergolas. In the 12-month period ended December 31, 2024, James Hardie and AZEK generated $5.9 billion in net sales. The combined company aims to offer a comprehensive material replacement solution to homeowners, customers and contractors alike.
“This combination with AZEK is an extraordinary opportunity to accelerate our growth strategy, deliver enhanced and differentiated solutions to our customers and drive shareholder value,” said Aaron Erter, James Hardie CEO. “We are uniting two highly complementary companies with large material conversion opportunities and shared cultures centered around providing winning solutions to our customers and contractors. Together, we will be well positioned to drive sustained above market growth as a leader across attractive categories for the exterior of the home."
Erter adds that the consumer journeys for siding and decking frequently overlap, and both companies have excelled at "demand creation." He says he expects to "significantly enhance the combined company’s profitability and cash flow" as a result of the deal.
“Over AZEK’s more than 40-year history, we have made strategic investments in innovation, capabilities and talent, driving sustained above-market growth with our industry-leading brands, including TimberTech and AZEK Exteriors, and delivering an attractive margin profile with significant opportunities for expansion ahead. Building upon our proven track record of success, today marks an exciting start to the next phase of AZEK’s journey to further accelerate growth and material conversion,” said AZEK CEO Jesse Singh. “Together with James Hardie, we are delivering value to AZEK shareholders and providing them meaningful participation in the long-term secular and financial growth opportunities created by the combined company. We are bringing together two customer-centric organizations with a shared commitment to innovation and building a better, more sustainable and resilient future, and we are excited about the opportunities ahead.”
Governance and leadership
James Hardie CEO Aaron Erter will serve as chief executive officer, and James Hardie CFO Rachel Wilson will serve as chief financial officer of the combined company.
Upon the closing of the transaction, Howard Heckes, Gary Hendrickson and Jesse Singh will join James Hardie’s board of directors.
Transaction details
The boards of directors of both James Hardie and AZEK have each unanimously approved the transaction. The transaction is currently anticipated to close in the second half of calendar year 2025 and 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.
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.
Advisors
Jefferies LLC is serving as lead financial advisor, and BofA Securities is serving as co-advisor, to James Hardie. Skadden, Arps, Slate, Meagher & Flom LLP, Arthur Cox LLP and Gilbert + Tobin are serving as legal counsel to James Hardie.
Goldman Sachs is serving as financial advisor to AZEK, and Wachtell, Lipton, Rosen & Katz is serving as its legal counsel.
