News & Media
ENTWISTLE & CAPPUCCI LLP ANNOUNCES FILING OF A SECURITIES CLASS ACTION COMPLAINT AGAINST CORNERSTONE BUILDING BRANDS, INC. (CNR)
June 28, 2023
Entwistle & Cappucci LLP (“Entwistle & Cappucci”) today announced that its ongoing investigation has led to the filing of a class action complaint against Cornerstone Building Brands, Inc. (“Cornerstone” or the “Company”) and several of the Company’s officers and directors, on behalf of holders of Cornerstone common stock as of May 16, 2022, the record date for the merger (“Merger”) of Cornerstone and Clayton, Dublier & Rice, LLC (“CD&R”), through the closing of the transaction on July 25, 2022 (the “Class”). The case was filed in the United States District Court for the District of Delaware and is captioned: Water Island Merger Arbitrage Institutional Commingled Master Fund, LP v. Cornerstone Building Brands, Inc., No. 1:23-cv-00701.
The Action arises out of the “take-private” Merger announced by the Company on March 7, 2022, and the allegedly false and misleading proxy statement (“Proxy”) issued in connection with the transaction on May 24, 2022. Prior to the Merger, CD&R controlled Cornerstone and its board of directors (“Board”) through CD&R’s ownership of 49% of the Company’s outstanding common stock. Pursuant to an Agreement and Plan of Merger, dated March 5, 2022, CD&R acquired the Cornerstone stock it did not already own for $24.65 per share in cash. The Merger had an enterprise value of approximately $5.8 billion.
Cornerstone is the largest manufacturer of exterior building products in North America and is engaged in the new construction and repair and remodel markets for residential and commercial customers. In November 2018, CD&R-controlled entities Ply Gem Parent, LLC and NCI Building Systems, Inc. merged in a transaction valued at approximately $2.6 billion (the “NCI/Ply Gem Merger”). The combined company changed its name to Cornerstone and began trading on the New York Stock Exchange on May 24, 2019, under ticker symbol “CNR.”
As part of the NCI/Ply Gem Merger, CD&R entered into a stockholders agreement (the “2018 Stockholders Agreement”) that gave CD&R the power to appoint directors to Cornerstone’s Board proportionate to the amount of Cornerstone stock CD&R held. The 2018 Stockholders Agreement also contained standstill provisions (the “Standstill Provisions” or “Provisions”) that expressly prohibited CD&R from (i) acquiring, offering or proposing to acquire additional Cornerstone stock or (ii) making any statement, proposal or offer to the Cornerstone Board or its representatives concerning a business combination or merger. The Standstill Provisions were in force when CD&R and Cornerstone negotiated the terms of the Merger.
As alleged in the complaint, the Defendants deprived the Plaintiff and other Class members of their right to cast a fully informed vote on the Merger. In this regard, the Defendants allegedly made material misrepresentations and omissions of material facts in the Proxy concerning, among other things: (i) the scope of the Standstill Provisions and the fact that CD&R made actual offers and proposals to acquire Cornerstone, in breach of those Provisions; (ii) the fact that Cornerstone’s financial projections used by its financial advisor in connection with the Merger negotiations were revised downward at CD&R’s direction, which helped to support a lower per share acquisition price; and (iii) Cornerstone’s parallel sales process to divest its metal coil coatings business for $500 million and the Defendants’ failure to account for this sale in the valuation of the Company.
The complaint asserts claims under Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, and Rule 14a-9 promulgated thereunder. A copy of the complaint may be found here.
If you wish to serve as a lead plaintiff in this matter, you must file a motion with the Court no later than August 28, 2023. Any member of the proposed Class may move the Court to serve as a lead plaintiff through counsel of their choice, or they may choose to do nothing and remain a member of the Class.
If you wish to discuss this action or have any questions concerning this notice or your rights or interests, please contact: Robert N. Cappucci, Esq. at (212) 894-7200 or via e-mail at [email protected].