FRUITLAND, ID, USA, March 27, 2024 /EINPresswire.com/ — As previously disclosed, on March 20, 2022, Huttig Building Products, Inc. (“Huttig”) and Woodgrain, Inc. (“Woodgrain”) entered into an Agreement and Plan of Merger, pursuant to which, among other matters, HBP Merger Sub, Inc. (“Merger Sub”) merged with and into Huttig, with Huttig continuing as the surviving corporation and as a wholly owned subsidiary of Woodgrain (the “Merger”).

On April 14, 2022, a putative class action complaint was filed in the Court of Chancery of the State of Delaware (“Court”) by Don Reith, a stockholder of Huttig (“Plaintiff”), against Huttig, and the then-members of Huttig’s Board of Directors, captioned Don Reith v. Huttig Building Products, Inc. et al., C.A. No. 2022-0332-JTL (the “Action”). On April 23, 2022, Plaintiff, filed an amended complaint (“Complaint”) in the Action adding Woodgrain and Merger Sub as defendants. The Complaint alleged that the Recommendation Statement issued in connection with the Merger, contained false and misleading statements and that the Huttig Board was breaching its fiduciary duties by executing the Merger Agreement that, according to its terms and in conjunction with the certain standstills included in non-disclosure agreements (“NDAs”) executed with certain parties impeded the Board’s ability to consider and accept superior proposals and restricted the flow of information necessary to permit the Board to act on an informed basis and determine whether the Merger was and is reasonable. The complaint sought, among other forms of relief, a preliminary injunction to enjoin the Merger unless and until Huttig waived the standstill provisions in the NDAs executed with other parties during the sale process and disclosed material information which Plaintiff alleged had been omitted from the Recommendation Statement.

On April 25, 2022, Huttig determined to amend the Recommendation Statement (“Amendment”) by adding disclosures that contained additional information that mooted the disclosure claims asserted in the Action, extended the tender period for one week, in part to allow participants in Huttig’s auction process who signed NDAs sufficient time to consider clarifying disclosures made by Huttig regarding the standstill provisions in the letters, and Huttig, through its financial advisor, provided a copy of the Amendment directly to each party that submitted a written indication of interest in connection with the Company’s strategic alternative review process (the “Supplemental Relief”).

On April 28, 2023, Plaintiff voluntarily dismissed the Action as moot and, later that day, the Court entered a stipulated order dismissing the Action as to the Plaintiff and without prejudice as to any actual or potential claims of any other member(s) of the putative class. The Court retained jurisdiction solely for the purpose of adjudicating Plaintiff’s counsel’s anticipated application for an award of attorneys’ fees and reimbursement of expenses.

In order to avoid the time and expense of continued litigation, Woodgrain subsequently agreed to pay $90,000 to Plaintiff’s counsel for attorneys’ fees and expenses in full satisfaction of their claim for attorneys’ fees and expenses in the Action. On March 19, 2024, the Court entered an order closing the case, subject to Woodgrain filing an affidavit with the Court confirming that this notice has been issued. In entering the order, the Court was not asked to review, and did not pass judgment on, the payment of the attorneys’ fees and expenses or their reasonableness.

Woodgrain is family-owned and one of the leading millwork and building products operations in the world with locations throughout the United States and Chile. With 70 years of quality craftsmanship and service, Woodgrain is a leading producer of mouldings, doors, and windows, as well as a premier distributor of specialty building products. Woodgrain, Inc. is headquartered in Fruitland, Idaho with six divisions and over 45 manufacturing and warehouse facilities in the United States and South America. For more information, visit www.woodgrain.com.

Peter Intza
Woodgrain
+1 470-407-5979
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