Gibraltar Industries Agrees To Acquire OmniMax International For Cash Purchase Price Of $1.335B

Combination significantly enhances Gibraltar's position in building products

Expected to be immediately accretive to EBITDA margin and cash flow

$35 million of expected cost synergies and approximately $100 million of cash tax benefits expected as part of purchase for an effective adjusted EBITDA multiple of 8.4x

Gibraltar Industries, Inc. (NASDAQ:ROCK), a leading manufacturer and provider of products and services for the residential, agtech, and infrastructure markets, today announced that it has reached an agreement to acquire OmniMax International ("OmniMax") from funds managed by Strategic Value Partners, LLC and its affiliates (together "SVP") for a cash purchase price of $1.335 billion. OmniMax is a leader in residential roofing accessories and rainware solutions with expected 2025 adjusted net sales of $565 million and adjusted EBITDA of $110 million. The purchase price represents an effective multiple of 8.4x based on OmniMax's expected 2025 adjusted EBITDA, run rate cost synergies of $35 million, and cash tax benefits of approximately $100 million.

STRATEGIC AND FINANCIAL RATIONALE OF THE TRANSACTION

• Further optimize Gibraltar's portfolio and expand its presence in its largest and most profitable segment. Following completion of the acquisition, Gibraltar's Residential business is expected to generate over 80% of the Company's revenue and adjusted EBITDA.
• Enhance shareholder value creation. The acquisition is expected to deliver immediate EBITDA margin accretion for Gibraltar and create sizeable scale for a high performing building products business, bringing with it $35 million of cost synergies expected by the end of 2028. The transaction will be accretive to Gibraltar's adjusted EPS in the first fiscal full year post close.
• Deliver strong cash flow and clear path to deleveraging. The acquisition is expected to drive stronger cash flow, significant cost synergies, and improved working capital to support deleveraging from a post-transaction leverage level of 3.7x 2025E adjusted EBITDA – including expected synergies – to 2.0-2.5x within 24 months from the close of the acquisition.

FINANCING

Gibraltar has in place committed financing from Bank of America, Wells Fargo and KeyBanc Capital Markets to finance the transaction in the form of up to $1.3 billion new term loan facilities and an upsized $500 million revolving credit facility.

APPROVALS

The acquisition of OmniMax is structured as an acquisition by Gibraltar of all of the outstanding equity interests of OmniMax held by SVP. The acquisition, which has been unanimously approved by Gibraltar's Board of Directors, is expected to close in the first half of 2026, subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals. No vote of Gibraltar's shareholders is required to approve the transaction.