Final Amendment Announcing Results of Tender Offer
This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange
Commission on March 28, 2022 (the “Schedule TO”) by (i) Woodgrain Inc., an Oregon corporation (“Parent”) and (ii) HBP Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent
(“Purchaser”). The Schedule TO relates to the tender offer for all of the issued and outstanding shares of common stock, par value $0.01 per share, (the “Shares”) of Huttig Building Products, Inc., a Delaware corporation
(“Huttig”), at a price of $10.70 per Share, net to the seller in cash, without interest and subject to any required withholding taxes, upon the terms and conditions set forth in the offer to purchase, dated March 28, 2022 (together
with any amendments or supplements thereto, the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO, and in the related letter of transmittal (together with any amendments or supplements thereto, the
“Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), a copy of which is attached as Exhibit (a)(1)(B) to the Schedule TO. Capitalized terms used but not defined herein have the meanings ascribed to them
in the Schedule TO.
Items 1 through 9; Item 11.
The
disclosure in the Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented to add the following:
Closing of the Merger
The Offer expired at 11:59 PM, New
York City time, on May 2, 2022. The Depositary and Paying Agent has advised Parent and Purchaser that as of the expiration of the Offer, a total of 19,250,622 Shares were validly tendered into and not validly withdrawn from the Offer,
representing approximately 70.4% of Huttig’s outstanding Shares. All conditions to the Offer having been satisfied, Purchaser irrevocably accepted for payment, and will promptly pay for, all Huttig Shares validly tendered and not validly
withdrawn in the Offer.
Following the consummation of the Offer, on May 3, 2022, Parent and Purchaser completed the acquisition of Huttig pursuant
to the terms of the Merger Agreement, through the merger of Purchaser with and into Huttig in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with Huttig continuing as the surviving corporation. At the
Effective Time, each issued and outstanding Share not tendered into the Offer, other than Shares held by stockholders who have validly perfected their appraisal rights under Delaware law, Shares held in the treasury of Huttig or owned, directly or
indirectly, by Parent or Purchaser immediately prior to the Effective Time, was automatically cancelled and converted into the right to receive, upon surrender, $10.70 in cash (without interest and subject to deduction for any applicable withholding
tax), which is the same price that was paid in the Offer.
The Shares ceased to trade on Nasdaq as of the close of business on May 2, 2022, and
Huttig has requested that Nasdaq file a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934 on Form 25 to delist and deregister the Shares. Parent and Huttig intend to take steps
to cause the termination of the registration of the Shares under the Exchange Act and suspend all of Huttig’s reporting obligations under the Exchange Act as promptly as practicable.
