CHICAGO (BUSINESS WIRE) -- USG Corporation announced that at the Company's special meeting of stockholders, USG stockholders voted to adopt the Agreement and Plan of Merger with Gebr. Knauf KG, dated as of June 10, 2018.
"We are thrilled that our stockholders recognize the significant value that will be created through this transaction and showed their strong support for it through today's vote," said Jennifer Scanlon, president and chief executive officer of USG. "This is great news not only for our stockholders, who will realize significant and certain cash value, but also for our employees and customers, who will benefit from the innovation and growth our collaboration with Knauf will deliver. We believe in the substantial power of this combination and look forward to uniting these two great companies, pending the receipt of necessary regulatory approvals and other customary closing conditions."
Approximately 99% of all votes cast voted in favor of the adoption of the merger agreement, representing approximately 88% of all outstanding shares as of August 21, 2018, the record date for the special meeting. The final voting results for each of the proposals voted on at the special meeting will be reported on a Current Report on Form 8-K, in accordance with the rules of the U.S. Securities and Exchange Commission.
Under the terms of the merger agreement, in the event the merger closes, each share of common stock of USG, par value $0.10 per share ("USG common stock") issued and outstanding immediately prior to the effective time of the merger (other than shares of USG common stock owned by Knauf and its subsidiaries, USG and its subsidiaries or certain other excluded holders pursuant to the terms of the merger agreement) automatically will be converted into the right to receive the closing consideration of $43.50 in cash.
Additionally, stockholder approval of the merger agreement clears the way for the Company to pay the previously declared conditional special cash dividend of $0.50 per share of USG common stock (the "conditional special dividend") on October 2, 2018. The conditional special dividend is payable to holders of USG common stock as of the August 21, 2018 record date (subject to due bill trading as described below).
Adoption of the merger agreement by USG stockholders is a condition to the closing of the merger. The merger is subject to certain other customary closing conditions, including receipt of regulatory approvals. The Company currently expects the merger to close in early 2019.
