AMERICAN WOODMARK CORP (NASDAQ:AMWD) and MasterBrand, Inc. voluntarily supplemented disclosures related to their previously announced merger agreement, responding to demand letters and lawsuits from purported stockholders. The companies entered an Agreement and Plan of Merger on August 5, 2025, under which American Woodmark will become a wholly-owned subsidiary of MasterBrand.
Shareholders filed lawsuits, including Dean Drulias v. R. David Banyard, Jr., et al., Matthew Hamilton v. American Woodmark, et al., and Eric Muller v. American Woodmark, et al., alleging that the Joint Proxy Statement/Prospectus omitted material information, rendering it incomplete and misleading. While denying the allegations, American Woodmark and MasterBrand stated they opted to provide supplemental disclosures to moot the claims and avoid potential nuisance, expense, and business delays.
The supplemental disclosures include additional details regarding discussions between MasterBrand's Mr. Banyard and American Woodmark's Mr. Culbreth on April 8, 2025, and July 23, 2025, concerning the potential business combination and retention awards. They also provide updated MasterBrand stand-alone projections for American Woodmark, showing projected net sales increasing from $1,676.2 million in CY25E to $2,012.4 million in CY29E, and adjusted EBITDA rising from $170.6 million to $274.6 million over the same period.
New American Woodmark calendarized stand-alone projections indicate net sales of $888 million for H2 2025E, growing to $2,165 million by 2029E. Adjusted EBITDA is projected at $101 million for H2 2025E, reaching $294 million by 2029E. The supplemental information further amends details from financial advisor opinions, including Rothschild & Co's selected public companies trading analysis, where American Woodmark's enterprise value to 2025E EBITDA was 6.1x and to 2026E EBITDA was 5.9x. Discounted cash flow analyses utilized a selected range of perpetuity growth rates of 2.0% to 2.5% and discount rates of 9.5% to 10.5%.
