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09/26/2018

Shareholders approve USG, Knauf merger

USG Corporation shareholders have approved the company’s agreement to merge with Gebr. Knauf KG (Knauf), the German building materials manufacturer.

In a special stockholders meeting held today, about 99% of USG stockholders voted in favor of approval. Those voting represented about 88% of all outstanding shares of USG as of Aug. 21.

“We are thrilled that our stockholders recognize the significant value that will be created through this transaction and showed their strong support for it through today’s vote,” said Jennifer Scanlon, president and CEO of USG. “This is great news not only for our stockholders, who will realize significant and certain cash value, but also for our employees and customers, who will benefit from the innovation and growth our collaboration with Knauf will deliver.

The merger of the two companies is pending the receipt of necessary regulatory approvals and other customary closing conditions.

Under the terms of the merger agreement, Knauf is paying $43.50 for each share of USG common stock.  Additionally, stockholder approval of the merger agreement clears the way for the company to pay a conditional special cash dividend of $0.50 per share of USG common stock on Oct. 2.

Shares of USG – the makers of Sheetrock – were trading at $43.27 on Wednesday morning.

The deal is estimated at about $7 billion total. Knauf had been chasing the Chicago-based building products manufacturer for nearly a year before acquisition talks moved ahead this past spring.