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Forterra, Inc. (“Forterra” or “the Company”) (NASDAQ: FRTA), a leading manufacturer of pipe and water and drainage infrastructure products in the United States and eastern Canada, today announced that it has entered into a definitive agreement under which Quikrete Holdings, Inc. ( “Quikrete”) will acquire all of the outstanding shares of Forterra for $ 24.00 per share in an all-cash transaction valued at approximately $ 2.74 billion, including outstanding debt.

The transaction, which was unanimously approved by Forterra’s board of directors, represents a premium of approximately 38.5% over Forterra’s 90-day volume weighted average price on February 19, 2021. Upon completion of the transaction, Forterra will become a private enterprise.

“Forterra and Quikrete are an ideal strategic complement, and this combination is a natural next step for our business, allowing us to better serve our clients across the business on their real projects from start to finish. We are delighted to expand our capabilities in the potable water distribution market through Forterra’s highly respected US Pipe business, ”said Will Magill, CEO of Quikrete Holdings, Inc.“ We are delighted to welcome the Forterra team and bring our two large companies together. . “

“We are pleased to announce this transaction with Quikrete, which offers a compelling cash bonus to our shareholders,” said Karl Watson, Jr., CEO of Forterra. Over the past two years, we have made significant progress in executing our five pillars of safety improvement, plant level operational discipline, improved business capabilities, fund efficiency turnover and efficiency of general and administrative expenses. Today’s announcement advances that progress and is a testament to the hard work and commitment of our team members to Forterra. We look forward to working with Quikrete to build on our positive momentum and together achieve even greater success. “

“After a thorough review of the opportunities for Forterra to deliver the greatest value to shareholders, Forterra’s board of directors has unanimously decided that entering into this deal with Quikrete and becoming a private company again is the best way forward. to be continued to maximize value, ”said Chris Meyer, Chairman of the Board of Forterra. “The transaction with Quikrete represents an exciting new chapter for Forterra – one that could not have been achieved without the leadership of the entire management team and the dedication of all members of the Forterra team.”

In light of this announcement, Forterra will release its results as planned after the close of operations on February 24, 2021, but will not host its previously announced fourth quarter and full year 2020 results conference call on February 25, 2021.

Approvals

A subsidiary of Lone Star Funds (“Lone Star”), a global private equity firm, acquired Forterra in 2015 and retains a majority stake since the company went public in 2016. Following the signing of the merger agreement, Lone Star, which owns approximately 53% of the company’s outstanding common shares, approved the transaction by written consent. No further action on the part of Forterra shareholders is necessary or will be sought in connection with the merger.

The transaction is expected to close in the fourth quarter of 2021, subject to customary closing conditions, including receipt of an authorization under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Advisers

Citi is acting as financial advisor to Forterra and Gibson, Dunn & Crutcher LLP is acting as legal advisor to the transaction, with Kirkland & Ellis LLP as regulatory advisor. Goldman Sachs & Co. LLC is acting as exclusive financial advisor to Quikrete and Troutman Pepper Hamilton Sanders LLP is acting as legal advisor for the transaction, King & Spalding LLP acting as regulatory advisor. Wells Fargo has provided a debt financing commitment for an additional loan to fund the transaction.