UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| x | Soliciting Material Pursuant to
§ 240.14a-12 |
PGT INNOVATIONS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ¨ | Fee paid previously with preliminary
materials. |
| ¨ | Fee computed on table in exhibit
required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
[The
following communication was shared with PGT Innovations, Inc. (“PGTI”) employees on January 17, 2024, in connection with the
proposed acquisition of PGTI by MIWD Holding Company LLC]
Note to Team Members
Team,
We have just announced the exciting news that PGTI has entered into
a definitive agreement to be acquired by MITER Brands, a privately owned company offering several window and door brands. You can find
our press release about the transaction linked here https://ir.pgtinnovations.com/press-releases/2024/01-17-2024-140103373.
As you know, we had previously reached an agreement to combine with
Masonite. However, after engaging with both MITER and Masonite in recent days, it became clear that MITER’s latest proposal, which
provides shareholders with increased value and added protections, is the best outcome for PGTI and our shareholders, customers, and employees.
We’re excited to reach this agreement with MITER which provides
PGTI shareholders – including many of you – $42.00 per share in cash, representing a ~60% premium to our unaffected closing
share price on October 9, 2023, the last trading day prior to the public disclosure of a proposal for the acquisition of PGTI.
For those of you not familiar with MITER Brands, it is a national supplier
of precision-built and energy-efficient windows and doors, serving homeowners, distributors and dealers, architects, builders, and contractors.
This marks the beginning of an exciting new chapter for PGTI and our
team. We are confident that combining with MITER will help us expand our customer base, enhance our portfolio and provide our people significant
opportunities from being at a stronger combined company.
Once again, today’s news is a clear testament to our team, which
has done an outstanding job of generating growth and serving increased customer demand while navigating challenging economic conditions
and supply-chain headwinds. I am incredibly proud of how we’ve all shown up for our customers and each other.
What This Means For You
While today’s announcement is an important milestone, it is just
the first step in the process. It remains business as usual at PGTI until the transaction closes, which is expected to be by mid-year
2024, subject to PGTI shareholder and regulatory approvals. Following the close, PGTI will become part of MITER and our common stock will
no longer trade on the NYSE.
PGTI’s commitment to our customers and focus on innovation has
led us to this great announcement – and we can’t let up now. The best thing all of us can do is to stay focused on our day-to-day
responsibilities, serving customers and producing the high-quality products that we are known for.
Next Steps
We are committed to keeping you informed throughout the process. In
the meantime, if you receive any inquiries from third parties (including customers, members of the press, shareholders or others), please
do not respond or engage. Instead, forward them to Craig Henderson (CHenderson@pgtinnovations.com).
Next week, we will be hosting an AIP meeting, where you’ll hear
more about this exciting news.
Thank you for your hard work and dedication, and for being part of the
PGTI team. Without you, we wouldn’t be where we are today.
Best,
Jeff
About PGT Innovations, Inc.
PGT Innovations manufactures and supplies premium windows, doors, and garage doors. Its highly engineered and technically advanced products
can withstand some of the toughest weather conditions on Earth and are revolutionizing the way people live by unifying indoor and outdoor
living spaces. PGT Innovations creates value through deep customer relationships, understanding the unstated needs of the markets it
serves, and a drive to develop category-defining products. The PGT Innovations family of brands include CGI®, PGT® Custom Windows
and Doors, WinDoor®, Western Window Systems, Anlin Windows & Doors, Eze-Breeze®, Eco Window Systems, NewSouth Window Solutions,
and Martin Door. The company’s brands are a preferred choice of architects, builders, and homeowners throughout North America and
the Caribbean. Their high-quality products are available in custom and standard sizes with massive dimensions that allow for unlimited
design possibilities in residential, multi-family, and commercial projects. For additional information, visit http://www.pgtinnovations.com.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains “forward-looking
statements” within the United States Private Securities Litigation Reform Act of 1995. You can identify these statements and other
forward-looking statements in this document by words such as “may,” “will,” “should,”
“can,” “could,” “anticipate,” “estimate,” “expect,” “predict,”
“project,” “future,” “potential,” “intend,” “plan,” “assume,”
“believe,” “forecast,” “look,” “build,” “focus,” “create,” “work,”
“continue,” “target,” “poised,” “advance,” “drive,”
“aim,” “forecast,” “approach,” “seek,” “schedule,” “position,”
“pursue,” “progress,” “budget,” “outlook,” “trend,” “guidance,”
“commit,” “on track,” “objective,” “goal,” “strategy,” “opportunity,”
“ambitions,” “aspire” and similar expressions, and variations or negative of such terms or other variations
thereof. Words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking
statements.
Forward-looking statements by their nature address
matters that are, to different degrees, uncertain, such statements regarding the transactions contemplated by the Agreement and Plan of
Merger, dated as of January 16, 2024, among PGTI, MIWD Holding Company LLC and RMR MergeCo, Inc. (the “Transaction”),
including the expected time period to consummate the Transaction. All such forward-looking statements are based upon current plans, estimates,
expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of PGTI, that
could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause
actual results to differ materially include, but are not limited to, the expected timing and likelihood of completion of the Transaction,
including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction; the occurrence
of any event, change or other circumstances that could give rise to the termination of the definitive agreement; the possibility that
PGTI’s stockholders may not approve the Transaction; the risk that the parties may not be able to satisfy the conditions to the
Transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the Transaction;
the risk that any announcements relating to the Transaction could have adverse effects on the market price of PGTI’s common stock;
the risk that the Transaction and its announcement could have an adverse effect on the parties’ business relationships and business
generally, including the ability of PGTI to retain customers and retain and hire key personnel and maintain relationships with their suppliers
and customers, and on their operating results and businesses generally; the risk of unforeseen or unknown liabilities; customer, shareholder,
regulatory and other stakeholder approvals and support; the risk of potential litigation relating to the Transaction that could be instituted
against PGTI or its directors and/or officers; the risk associated with third party contracts containing material consent, anti-assignment,
transfer or other provisions that may be related to the Transaction which are not waived or otherwise satisfactorily resolved; the risk
of rating agency actions and PGTI’s ability to access short- and long-term debt markets on a timely and affordable basis; the risk
of various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, cybersecurity
attacks, security threats and governmental response to them, and technological changes; the risks of labor disputes, changes in labor
costs and labor difficulties; and the risks resulting from other effects of industry, market, economic, legal or legislative, political
or regulatory conditions outside of PGTI’s control. All such factors are difficult to predict and are beyond our control, including
those detailed in PGTI’s annual reports on Form 10-K, quarterly reports on Form 10-Q and Current Reports on Form 8-K that are available
on PGTI’s website at https://pgtinnovations.com and on the website of the Securities Exchange Commission (“SEC”)
at http://www.sec.gov. PGTI’s forward-looking statements are based on assumptions that PGTI’s believes to be reasonable but
that may not prove to be accurate. Other unpredictable or factors not discussed in this communication could also have material adverse
effects on forward-looking statements. PGTI does not assume an obligation to update any forward-looking statements, except as required
by applicable law. These forward-looking statements speak only as of the date hereof.
Additional Information and
Where to Find It
In connection
with the Transaction, PGTI will file with the SEC a proxy statement on Schedule 14A. The definitive proxy statement will be sent to the
stockholders of PGTI seeking their approval of the Transaction and other related matters.
INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT ON SCHEDULE 14A WHEN IT BECOMES AVAILABLE, AS WELL AS ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION REGARDING PGTI, THE TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free
copies of these documents, including the proxy statement, and other documents filed with the SEC by PGTI through the website maintained
by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by PGTI will be made available free of charge by accessing PGTI’s
website at https://pgtinnovations.com or by contacting PGTI by submitting a message at https://ir.pgtinnovations.com/investor-contact
or by mail at 1070 Technology Drive, North Venice, FL 34275.
Participants
in the Solicitation
PGTI, its directors, executive officers and other
persons related to PGTI may be deemed to be participants in the solicitation of proxies from PGTI’s stockholders in connection with
the Transaction. Information about the directors and executive officers of PGTI and their ownership of PGTI common stock is also set forth
in PGTI’s definitive proxy statement in connection with its 2023 Annual Meeting of Stockholders, as filed with the SEC on April
10, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/1354327/000119312523126009/d442491ddef14a.htm), PGTI’s
Current Report on Form 8-K filed with the SEC on July 3, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/1354327/000095010323009816/dp196528_8k.htm),
PGTI’s Current Report on Form 8-K filed with the SEC on August 8, 2023 (and is available at https://www.sec.gov/Archives/edgar/data/1354327/000095010323011731/dp198129_8k.htm),
PGTI’s Current Report on Form 8-K filed with the SEC on November 6, 2023 (and is available at https://www.sec.gov/Archives/edgar/data/1354327/000095010323016034/dp202537_8k.htm),
and PGTI’s Current Report on Form 8-K filed with the SEC on January 2, 2024 (and is available at https://www.sec.gov/Archives/edgar/data/1354327/000095010324000038/dp204648_8k.htm).
Information about the directors and executive officers of PGTI, their ownership of PGTI common stock, and PGTI’s transactions with
related persons is set forth in the sections entitled “Directors, Executive Officers and Corporate Governance,” “Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related
Transactions, and Director Independence” included in PGTI’s annual report on Form 10-K for the fiscal year ended December
31, 2022, which was filed with the SEC on February 27, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/1354327/000095017023004543/pgti-20221231.htm),
and in the sections entitled “Board Highlights” and “Security Ownership of Certain Beneficial Owners and Management”
included in PGTI’s definitive proxy statement in connection with its 2023 Annual Meeting of Stockholders, as filed with the SEC
on April 28, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/1354327/000119312523126009/d442491ddef14a.htm). Additional
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, will be included in the proxy statement and other relevant materials to be filed with the SEC in connection with
the proposed transaction when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer
to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote
of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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