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MasterBrand, Inc. (NYSE:MBC), a cabinet manufacturer with $2.8 billion in annual revenue and maintaining a FAIR financial health score according to InvestingPro analysis, issued supplemental disclosures Monday related to its proposed merger with American Woodmark Corporation (NASDAQ:AMWD), following demand letters and lawsuits from shareholders of both companies. The announcement was made in a press release statement filed with the Securities and Exchange Commission.
According to the filing, several demand letters and three lawsuits were submitted by individuals claiming to be shareholders of MasterBrand and American Woodmark . The complaints allege that the joint proxy statement and prospectus for the merger omitted certain information, rendering the documents incomplete or misleading. The lawsuits include Dean Drulias v. R. David Banyard, Jr., et al. in Ohio and two cases in New York involving American Woodmark.
MasterBrand and American Woodmark deny the allegations and state that their disclosures comply with all applicable laws. The companies said they are voluntarily providing supplemental information to address the claims and avoid further litigation, expense, or business delays. The supplemental disclosures amend and restate sections of the joint proxy statement and prospectus, including details on merger negotiations, executive retention awards, and financial projections.
The filing includes updated stand-alone financial projections for American Woodmark prepared by both companies’ management teams. For calendar year 2025, MasterBrand’s projections for American Woodmark estimate net sales of $1.68 billion, adjusted EBITDA of $170.6 million, and unlevered free cash flow of $34.7 million. American Woodmark’s own calendarized projections for the second half of 2025 show net sales of $888 million, adjusted EBITDA of $101 million, and unlevered free cash flow of $33 million.
The supplemental information also details the financial advisor’s analyses, including selected public company trading multiples and precedent transaction multiples. For example, Rothschild & Co’s analysis cited enterprise value to EBITDA multiples for 2025 of 7.2x for MasterBrand and 6.1x for American Woodmark, with selected precedent transactions in the cabinetry sector ranging from 7.1x to 11.5x.
MasterBrand’s filing cautions that the supplemental information should be read alongside the full joint proxy statement and prospectus. The company reiterated that the supplemental disclosures do not constitute an admission of materiality or legal merit.
This report is based on a press release statement filed with the SEC.
In other recent news, MasterBrand Inc. has been at the center of several significant developments. The company reported its second-quarter 2025 earnings, posting an earnings per share (EPS) of $0.29, which fell short of the expected $0.46. Despite this earnings miss, investor interest remained strong, likely due to strategic plans in the pipeline. A major highlight is MasterBrand’s merger with American Woodmark, which has recently received approval from the Federal Competition Commission of Mexico, moving the transaction closer to completion. This merger is expected to create one of the largest cabinet manufacturers in the U.S., with projected revenue exceeding $4.4 billion. Additionally, S&P Global Ratings revised its outlook on MasterBrand to positive from stable, affirming its ’BB’ credit rating. This revision reflects optimism around the merger, with anticipated pro forma adjusted EBITDA of about $540 million before synergies. These recent developments underscore the transformative period for MasterBrand as it navigates through strategic changes.
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