Final Amendment Announcing Results of Tender
Offer
This Amendment No. 2 (this “Amendment”) amends and supplements
the Tender Offer Statement on Schedule TO filed with the Securities
and Exchange Commission on March 28, 2022 (the “Schedule TO”)
by (i) Woodgrain Inc., an Oregon corporation (“Parent”) and
(ii) HBP Merger Sub, Inc., a Delaware corporation and a wholly
owned subsidiary of Parent (“Purchaser”). The Schedule TO relates
to the tender offer for all of the issued and outstanding shares of
common stock, par value $0.01 per share, (the “Shares”) of Huttig
Building Products, Inc., a Delaware corporation (“Huttig”), at a
price of $10.70 per Share, net to the seller in cash, without
interest and subject to any required withholding taxes, upon the
terms and conditions set forth in the offer to purchase, dated
March 28, 2022 (together with any amendments or supplements
thereto, the “Offer to Purchase”), a copy of which is attached as
Exhibit (a)(1)(A) to the Schedule TO, and in the related letter of
transmittal (together with any amendments or supplements thereto,
the “Letter of Transmittal” and, together with the Offer to
Purchase, the “Offer”), a copy of which is attached as Exhibit
(a)(1)(B) to the Schedule TO. Capitalized terms used but not
defined herein have the meanings ascribed to them in the Schedule
TO.
Items 1 through 9; Item 11.
The disclosure in the Offer to Purchase and Items 1 through 9 and
Item 11 of the Schedule TO are hereby amended and supplemented to
add the following:
Closing of the Merger
The Offer expired at 11:59 PM, New York City time, on May 2,
2022. The Depositary and Paying Agent has advised Parent and
Purchaser that as of the expiration of the Offer, a total of
19,250,622 Shares were validly tendered into and not validly
withdrawn from the Offer, representing approximately 70.4% of
Huttig’s outstanding Shares. All conditions to the Offer having
been satisfied, Purchaser irrevocably accepted for payment, and
will promptly pay for, all Huttig Shares validly tendered and not
validly withdrawn in the Offer.
Following the consummation of the Offer, on May 3, 2022,
Parent and Purchaser completed the acquisition of Huttig pursuant
to the terms of the Merger Agreement, through the merger of
Purchaser with and into Huttig in accordance with
Section 251(h) of the General Corporation Law of the State of
Delaware, with Huttig continuing as the surviving corporation. At
the Effective Time, each issued and outstanding Share not tendered
into the Offer, other than Shares held by stockholders who have
validly perfected their appraisal rights under Delaware law, Shares
held in the treasury of Huttig or owned, directly or indirectly, by
Parent or Purchaser immediately prior to the Effective Time, was
automatically cancelled and converted into the right to receive,
upon surrender, $10.70 in cash (without interest and subject to
deduction for any applicable withholding tax), which is the same
price that was paid in the Offer.
The Shares ceased to trade on Nasdaq as of the close of business on
May 2, 2022, and Huttig has requested that Nasdaq file a
Notification of Removal from Listing and/or Registration under
Section 12(b) of the Securities Exchange Act of 1934 on Form
25 to delist and deregister the Shares. Parent and Huttig intend to
take steps to cause the termination of the registration of the
Shares under the Exchange Act and suspend all of Huttig’s reporting
obligations under the Exchange Act as promptly as practicable.