Venice's PGT will entertain counter to $3 billion merger with Tampa-based Masonite

Venice-based PGT Innovations will entertain an unsolicited offer from a private Pennsylvania-headquartered company that could upset an acquisition deal from a Tampa firm valued at $3 billion announced last month.

A statement from PGT Innovations on Monday said the most recent offer was "not superior" to the deal struck last month, but it was good enough to keep talking with the new suitor.

Miter Brands, a company headquartered in Gratz, Pennsylvania, would purchase all of PGT Innovations (NYSE: PGTI) stock for $41.50 in an all cash deal, or 50 cents more per share than the $3 billion deal with Tampa-based Masonite International Corporation (NYSE: DOOR) announced in December.

The proposed transaction with Masonite would see PGT shareholders retain 16% of the combined company after closing, which PGT Innovations noted in a news release on Monday as potential upside to the deal with Masonite.

There would also be a $84 million penalty for breaking the agreement with Masonite.

Still, PGT Innovations will entertain Miter Brands offer, according to the company's news release.

“While the PGTI Board of Directors believes the transaction with Masonite remains the best option to maximize value for our stockholders, the improved consideration and near-term value certainty in a potential all-cash transaction with Miter is worth exploring if Miter is able to adequately resolve several issues with its proposal,” President and CEO Jeff Jackson said.

Masonite International remains committed to the deal announced in December, according to the Tampa company's emailed statement.

“Masonite remains fully committed to the transaction with PGT Innovations Inc. on its current terms and is confident that the definitive merger agreement – a result of thorough due diligence and careful negotiation by both the Masonite and PGTI Boards – reflects a full and fair value for PGTI and its shareholders," the company said.

The company pointed to already filed paperwork on the merger with appropriate regulatory bodies as signs the deal will proceed.

PGT Innovation's statement said negotiations with Miter would focus on the value of the proposed offer as well as stronger contractual protections to ensure it would reach the finish line.

“To be clear, we have not concluded that the proposed Miter transaction is superior to our binding transaction with Masonite, and we are not committed to a transaction with Miter," Jackson said. "There are several key terms that would need to be negotiated satisfactorily before we would be in a position to recommend a Miter transaction over the Masonite transaction. Rather, we are planning to engage in discussions with Miter since we believe there is a reasonable basis for concluding that it would result in a superior proposal for PGTI stockholders.”

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This article originally appeared on Sarasota Herald-Tribune: PGT Innovations responds to second offer to buy Venice-based company