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CD&R Makes Non-Binding Proposal to Acquire Cornerstone Building Brands

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Proposal from funds affiliated with Clayton, Dubilier & Rice, LLC to acquire all of the company’s outstanding shares of common stock that CD&R does not already own for $24.65 in cash per share.

Cornerstone Building Brands, Inc., the largest manufacturer of exterior building products in North America, acknowledges receipt of a non-binding, best and final proposal from funds affiliated with Clayton, Dubilier & Rice, LLC to acquire all of the company’s outstanding shares of common stock that CD&R does not already own for $24.65 in cash per share.

CD&R, in the aggregate, is currently the beneficial owner of approximately 49% of the company’s outstanding shares of common stock.

The board of directors of the company previously formed a special committee of independent directors (the “Special Committee”) to evaluate and consider any potential or actual proposal from CD&R and any other alternative proposals or other strategic alternatives that may be available to the company.

The company cautions its stockholders and others considering trading in its securities that there can be no assurance that any definitive agreement will result from the proposal submitted by CD&R or that any transaction will be consummated in connection therewith.

The company and the Special Committee do not currently intend to comment further about this proposal unless and until a specific transaction is recommended by the Special Committee to, and approved by, the Board.

A copy of CD&R’s proposal letter, dated Feb. 13, 2022, is available as an exhibit to CD&R’s statement of beneficial ownership on Schedule 13D/A as publicly filed today with the Securities and Exchange Commission.

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