In addition, the Merger Agreement includes a provision permitting Huttig to waive any
standstill or similar provision in any nondisclosure or other agreement with any person to the extent the provision would prohibit that person from making an acquisition proposal privately to the Huttig Board where the Huttig Board makes
a good faith determination, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties to Huttigs stockholders under the DGCL.
Item 8. |
Additional Information. |
Item 8 of the Schedule 14D-9 is hereby amended and supplemented as follows:
The first three paragraphs under Item 8. Additional InformationLegal ProceedingsDelaware Court of Chancery Complaint and Demand for
Inspection in the Schedule 14D-9 are amended and supplemented as follows:
A putative
class action complaint relating to the Offer and the Merger captioned Reith v. Huttig Building Products, Inc. et al., Case No. 2022-0332, was filed on
August April 14, 2022, as amended on April 23, 2022, by a purported Huttig stockholder in the Court of Chancery of the State of Delaware. The
putative class action complaint names as defendants Huttig and, the members of the Huttig Board, Parent and Merger Sub. Also on April 14, 2022, Huttig
received a letter from counsel for a Huttig stockholder demanding to inspect certain books and records pursuant to Section 220 of the DGCL.
The Delaware complaint alleges, among other things, that the Huttig Board breached its fiduciary duties to Huttig stockholders in connection
with the Offer and the Merger by (i) executing nondisclosure agreements with prospective bidders that
contain dont-ask-dont-waive standstills and failing to waive the standstills following
Huttigs entry into the Merger Agreement, (ii) executing the Merger Agreement that, according to its terms and in conjunction with the standstills, impedes the Huttig Boards ability to consider and accept superior proposals and
restricts the flow of information necessary to permit the Huttig Board to act on an informed basis and determine whether the Offer and the Merger are reasonable and in the best interest of Huttig stockholders and (iii) misleading Huttig
stockholders with respect to the terms of the nondisclosure agreements entered into with other parties during the sale process and the Huttig Boards ability to receive unsolicited offers from these parties. The complaint also alleges that the
Offer Price is inadequate and that Parent and Merger Sub aided and abetted breaches of fiduciary duty by the Huttig Board. The Section 220 inspection demand letter cites substantially similar allegations as the basis for seeking
to inspect the information requested in the letter.
Huttig does not believe the complaint or the allegations in the inspection demand
letter have any merit. For example, the nondisclosure agreements with prospective bidders did not have the effect of a so-called contain dont-ask-dont-waive standstill provisions because they included an express
exception permitting bidders that were invited by the Huttig Board to submit one or more private indications of interest with respect to a proposed acquisition of Huttig and all counterparties to such agreements were so invited. As reiterated
in Item 3. Past Contacts, Transactions, Negotiations and AgreementsArrangements with Parent and Merger SubNondisclosure Agreement, Huttig has interpreted and intends to continue interpreting
the invitation to all counterparties as permitting such parties to make private indications of interest to the Huttig Board and for clarity Huttig states that any party that received the bid instruction letter may submit one or more private
indications of interest to the Huttig Board with respect to a proposed acquisition transaction without violating the standstill provision in the nondisclosure agreements and any such party may rely on this statement.
The following heading and paragraphs are added as a new subsection following the subsection entitled Item 8. Additional
InformationAnnual and Quarterly Reports on page 51:
Extension of the Offer.
On April 25, 2022, Huttig and Parent issued a joint press release announcing the extension of the Expiration Time
until 11:59 p.m., New York City time, on May 2, 2022, unless further extended or earlier terminated in accordance with the Merger Agreement. The full text of the press release announcing the extension of the Offer is attached as
Exhibit (a)(5)(G) to this Schedule 14D-9 and is incorporated herein by reference.
Huttig has been advised that, as of the close of business on April 21, 2022, a total of 8,047,767 shares of Common Stock had been
validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 29.4% of the outstanding shares of Common Stock as of that date.