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applicable tax withholdings. All other then-outstanding Company Stock Options were assumed by JHX and converted into an option to purchase a number of JHX ordinary shares (rounded down to the nearest whole number of shares) (“JHX Share Option”) equal to the product of (A) the number of shares of Company Common Stock subject to such Company Stock Option multiplied by (B) the Equity Award Exchange Ratio, with an exercise price per JHX ordinary share equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the exercise price per share of Company Common Stock subject to such Company Stock Option by (B) the Equity Award Exchange Ratio. The Equity Award Exchange Ratio is defined as the sum of (A) the quotient (rounded to four (4) decimal places) obtained by dividing (x) the Cash Consideration by (y) JHX’s five-trading day volume-weighted average price ending on the trading day immediately prior to the closing date and (B) the Exchange Ratio. Each JHX Share Option will be subject to the same terms and conditions as were applicable to such award immediately prior to the Effective Time, including the vesting schedule applicable to the corresponding Company Stock Option. |
The JHX ordinary shares issued in connection with the Merger were registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form F-4 (File No. 333-286977) filed by JHX with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective on May 29, 2025 (the “Registration Statement”). The joint proxy statement/prospectus included in the Registration Statement contains additional information about the Merger Agreement and the transactions contemplated thereby.
| Item 1.02. |
Termination of a Material Definitive Agreement. |
Concurrently with the Effective Time, the Company repaid (or caused to be repaid) all loans and terminated all credit commitments outstanding under that certain Credit Agreement, dated as of September 26, 2024, among the Company, The AZEK Group LLC, the lenders and issuing banks from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent, as collateral agent and as swingline lender. Upon such repayment, all liens on the property and other assets of the Company and its subsidiary guarantors and all guarantees of the obligations under the Credit Agreement were automatically released and terminated.
| Item 2.01. |
Completion of Acquisition or Disposition of Assets. |
The description contained under the Introductory Note of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.01.
The description of the effects of the Merger Agreement and the transactions contemplated by the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 24, 2025, as amended by Amendment No. 1 to the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 5, 2025, each of which is incorporated herein by reference.
| Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The descriptions contained under the Introductory Note and Item 2.01 of this Current Report on Form 8-K are incorporated by reference into this Item 3.01.
In connection with the consummation of the Merger, on July 1, 2025, the Company notified the New York Stock Exchange (the “NYSE”) that the Effective Time had occurred and requested that the NYSE (a) suspend trading of the Company Common Stock, (b) remove the Company Common Stock from listing on the NYSE prior to the open of trading on July 1, 2025 and (c) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Company Common Stock will no longer be listed on the NYSE.
In furtherance of the foregoing, the Company intends to file with the SEC a Certification and Notice of Termination on Form 15 under the Exchange Act requesting the deregistration of the Company Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable.
