Masonite International Corporation to be acquired by KKR

Masonite International Corporation to be acquired by KKR 


TORONTO, Dec. 22  /PRNewswire-FirstCall/ -- Masonite International Corporation
(TSX and NYSE:MHM), a global building products company, announced today that it
has entered into a definitive agreement to be acquired by an affiliate of
Kohlberg Kravis Roberts & Co. (KKR), a leading private equity firm, in an all
cash transaction pursuant to which Masonite's shareholders will receive C$40.20
per share. The total value of the transaction is approximately C$3.1 billion.

Masonite's board formed a special committee of independent directors to
consider the transaction. The committee's independent financial adviser,
Merrill Lynch, has provided an opinion to the board of Masonite that the
consideration offered in the transaction is fair from a financial point of view
to Masonite's shareholders. The transaction is to be carried out by way of a
statutory plan of arrangement. The Company anticipates mailing a proxy circular
relating to the transaction in the third week of January to shareholders of
record on January 17, 2005 for a meeting to be held on February 18, 2005. The
transaction will be subject to the approval of 66 2/3% of the votes cast by
Masonite shareholders at the meeting and also a simple majority of the votes
cast by shareholders other than members of senior management of Masonite.

Masonite's management team will remain in place following the completion of the
transaction. At the time of completion, Masonite's management will be required
to invest in approximately 5% of the equity of Masonite at the same per share
price as KKR is paying for its equity in the proposed transaction. Closing is
subject to customary conditions, including regulatory and court approvals. The
Bank of Nova Scotia has committed to provide debt financing for the transaction
which, together with the equity infusion from funds managed by KKR, will
provide sufficient financing to complete the transaction. Scotia Capital acted
as the financial advisor to KKR.

Philip S. Orsino, President and CEO of Masonite said: "Our entire management
team will continue to focus on providing superior service and products to our
customers worldwide."

Paul E. Raether, a member of KKR, said, "Masonite is a well-managed,
well-positioned, innovative company with a global customer base. We expect
Masonite to continue its expansion as a leading manufacturer of door products
and look forward to working with management on the next stage of the Company's
development."

The combination agreement between Masonite and KKR contains customary
provisions prohibiting Masonite from soliciting any other acquisition proposal
but allowing termination of the agreement in certain events, including in the
event of an unsolicited acquisition proposal from a third party that in the
exercise of its fiduciary duties the board of directors of Masonite finds to be
superior to the KKR transaction, upon payment of a termination fee to KKR.

The proposed transaction, which has received the unanimous approval of the
board of directors of Masonite, is expected to close in late February 2005.

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
sixteen 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/.

Certain statements in this press release are intended as "forward looking
statements". These statements include assumptions, expectations, predictions,
intentions or beliefs about future events. Actual future results may vary
materially from those expected or implied in any forward looking statements.
Some of the key factors that could cause actual results to vary from those
expressed or implied include the satisfaction of conditions precedent to the
transaction. 

DATASOURCE: Masonite International Corporation



CONTACT: For Masonite - John F. Ambruz, Executive Vice-President,

Strategic Development, Masonite International Corporation, Telephone:

[phone]; For KKR - Molly Morse/David Lilly, Kekst and Company,

Telephone: [phone]

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