KKR raises price to $42.25; Masonite reschedules shareholders meeting

KKR raises price to $42.25; Masonite reschedules shareholders
meeting 


TORONTO, Feb. 17  /PRNewswire-FirstCall/ -- Masonite International Corporation
(TSX and NYSE: MHM) announced today that it has amended its agreement with
Stile Acquisition Corp., an affiliate of Kohlberg Kravis Roberts & Co. (KKR),
to provide for an increase in the price at which Stile would acquire all the
common shares of Masonite to C$42.25 per share cash from C$40.20 per share
cash, an increase of C$2.05 per share. Masonite's Board unanimously recommends
that shareholders vote in favour of the revised transaction.

In light of the increased price, Masonite has rescheduled its shareholders
meeting to approve the acquisition by way of plan of arrangement from February
18, 2005 to March 31, 2005. The record date for entitlement to receive notice
of and to vote at the shareholders meeting will be March 1, 2005 and a proxy
circular will be mailed not later than March 10, 2005. These dates are subject
to approval by the Ontario Superior Court of Justice.

Masonite's Special Committee of directors has been advised by Merrill Lynch
that the consideration under the revised offer is fair from a financial point
of view to the shareholders of Masonite other than senior management. The
Special Committee has unanimously concluded that the revised offer is fair to
the shareholders other than senior management and in the best interests of the
Company and has recommended that the Board approve the transaction as revised.
The Board agreed with the Special Committee's conclusions and unanimously
recommends that Masonite's shareholders vote in favour of the revised
transaction.

Masonite is a unique, integrated, global building products company with its
corporate headquarters in Mississauga, Ontario and its international
administrative offices in Tampa, Florida. It operates over 75 facilities in 16
countries in North America, South America, Europe, Asia and Africa and has
approximately 14,000 employees. The company sells its products to customers in
over 50 countries. For more information, visit http://www.masonite.com/.

KKR is one of the world's oldest and most experienced private equity firms
specializing in management buyouts, with offices in New York, Menlo Park,
California and London, England. Over the past twenty eight years, KKR has
invested in more than 115 transactions with a total value of US$138 billion.
For more information, visit http://www.kkr.com/. 

DATASOURCE: Masonite International Corporation



CONTACT: John F. Ambruz, Executive Vice-President, Strategic

Development, Masonite International Corporation, Telephone: [phone]

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