CBPX Continental Building Products Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant  o

Check the appropriate box:

CONTINENTAL BUILDING PRODUCTS, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION
DATED DECEMBER 10, 2019

CONTINENTAL BUILDING PRODUCTS, INC.
12950 Worldgate Drive, Suite 700
Herndon, Virginia 20170

[      ], 2019

To Our Stockholders:

You are cordially invited to attend a special meeting of stockholders (the “special meeting”) of Continental Building Products, Inc., a Delaware corporation (the “Company”), to be held at [9:00 a.m.], Eastern Time, on [     ], 2020, at 12950 Worldgate Drive, Suite 700, Herndon, Virginia 20170.

On November 12, 2019, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified in accordance with its terms, the “merger agreement”) with CertainTeed Gypsum and Ceilings USA, Inc., a Delaware corporation (“Parent”), Cupertino Merger Sub, Inc., a newly formed Delaware corporation and a wholly owned subsidiary of Parent (“merger sub”), and Compagnie de Saint-Gobain S.A., a société anonyme organized under the laws of France, providing for, subject to the satisfaction or waiver of specified conditions set forth therein, the acquisition of the Company by Parent. Subject to the terms and conditions of the merger agreement, merger sub will be merged with and into the Company (the “merger”), with the Company surviving the merger as a wholly owned subsidiary of Parent.

At the special meeting, you will be asked to consider and vote on:

If the merger is completed, the holders of the common stock, par value $0.001 per share, of the Company (the “common stock”), will receive $37.00 in cash for each share of common stock that they own immediately prior to the time the merger becomes effective (the “effective time”), other than shares held in the treasury of the Company or owned, directly or indirectly, by Parent, merger sub or any wholly owned subsidiary of the Company immediately prior to the effective time, unless a holder exercises and perfects its appraisal rights under the Delaware General Corporation Law.

The Board of Directors of the Company (the “Company Board”) carefully reviewed and considered the terms and conditions of the merger agreement and the transactions contemplated by the merger agreement, including the merger. After due and careful discussion and consideration, the Company Board unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) authorized and approved the merger agreement and the other transactions contemplated by the merger agreement, including the merger, and directed the senior officers of the Company to execute and deliver the merger agreement, (iii) directed that the merger agreement and the transactions contemplated thereby, including the merger, be submitted to the Company’s

stockholders for adoption at the special meeting in accordance with the merger agreement and (iv) recommended that the Company’s stockholders vote in favor of the adoption and approval of the merger agreement and the transactions contemplated thereby, including the merger. Accordingly, the Company Board unanimously recommends a vote “FOR” the adoption and approval of the merger agreement. Additionally, the Company Board unanimously recommends a vote “FOR” the approval of the other proposals to be voted on at the special meeting, each as described in the accompanying proxy statement.

The accompanying proxy statement provides you with more specific information about the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement. You should carefully read the entire proxy statement, including the annexes and documents referred to or incorporated by reference therein. You may also obtain more information about the Company from the documents the Company files with the U.S. Securities and Exchange Commission (the “SEC”), including those incorporated by reference into the accompanying proxy statement.

Your vote is very important. Adoption and approval of the merger agreement requires the affirmative vote of the holders of at least a majority of the outstanding shares of common stock. The failure of any stockholder to vote will have the same effect as a vote against the merger agreement. Accordingly, whether or not you plan to attend the special meeting, you are requested to promptly vote your shares by completing, signing and dating the enclosed proxy card or voting instruction card and returning it in the envelope provided or by voting over the telephone or over the Internet as instructed in these materials. If you are a stockholder of record and you sign, date and mail your proxy card without indicating how you wish to vote, your vote will be counted as a vote:

Voting by proxy will not prevent you from voting your shares in person if you subsequently choose to attend the special meeting.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the enclosed voting instruction card. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt and approve the merger agreement, without your instructions.

If you have any questions or need assistance voting your shares, please contact: Innisfree M&A Incorporated, the Company’s proxy solicitor, by calling (888) 750-5834 toll-free.

Thank you for your cooperation and continued support.

Very truly yours,

The merger has not been approved or disapproved by the SEC or any state securities commission. Neither the SEC nor any state securities commission has passed upon the merits or fairness of the merger or upon the adequacy or accuracy of the information contained in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

THIS PROXY STATEMENT IS DATED [     ], 2019 AND IS FIRST BEING MAILED
TO STOCKHOLDERS OF THE COMPANY ON OR ABOUT [     ], 2019.

A stockholder who does not vote in favor of the merger agreement proposal will have the right to seek appraisal of the fair value of its shares if the merger is completed, but only if such stockholder submits a written demand for appraisal to the Company prior to the time the vote is taken on the merger agreement proposal and complies with all other requirements of the Delaware General Corporation Law (“DGCL”). A copy of the applicable DGCL statutory provisions is included as Annex C to the accompanying proxy statement, and a summary of these provisions can be found under the section entitled “Appraisal Rights” in the accompanying proxy statement.

Approval of the merger agreement proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of common stock, par value $0.001 per share, of the Company (the “common stock”). The failure to vote will have the same effect as a vote against the merger agreement proposal. Even if you plan to attend the special meeting in person, please complete, sign, date and return the enclosed proxy or voting instruction card or vote over the telephone or the Internet as instructed in these materials as promptly as possible to ensure that your shares will be represented at the special meeting if you are unable to attend. If you are a stockholder of record and sign, date and mail your proxy card without indicating how you wish to vote, your shares will be voted in favor of the merger agreement proposal, the non-binding named executive officer merger-related compensation proposal and the adjournment proposal. If you fail to return your proxy card, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and it will have the same effect as a vote against the merger agreement proposal. If your shares are held in “street name” and you fail to return your voting instruction card or otherwise properly instruct your broker, bank or other nominee how to vote your shares, it will have the same effect as a vote against the merger agreement proposal.

	By Order of the Board of Directors,
	Timothy Power SVP, General Counsel and Secretary

Herndon, Virginia
[     ], 2019

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE; (2) OVER THE INTERNET; OR (3) BY COMPLETING, SIGNING AND DATING THE ENCLOSED PROXY OR VOTING INSTRUCTION CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. YOU MAY REVOKE YOUR PROXY OR CHANGE YOUR VOTE AT ANY TIME BEFORE IT IS VOTED AT THE SPECIAL MEETING .

If you are a stockholder of record, voting in person by ballot at the special meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” from the bank, broker or other nominee in order to vote in person by ballot at the special meeting.

If you are a stockholder of record and you fail to (1) return your proxy, (2) grant your proxy or provide voting instructions electronically over the Internet or by telephone or (3) attend the special meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and it will have the same effect as a vote against the merger agreement proposal.

If you hold your shares in “street name,” you will need to instruct your bank, broker or other nominee how to vote your shares in accordance with the enclosed voting instruction card provided by your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the merger agreement proposal, without your instructions. Failure to provide these instructions will have the same effect as a vote against the merger agreement proposal.

We encourage you to read the accompanying proxy statement and its annexes, including all documents referred to or incorporated by reference into the accompanying proxy statement, carefully and in their entirety. If you have any questions concerning the merger, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
(888) 750-5834

TABLE OF CONTENTS

SUMMARY TERM SHEET

This Summary Term Sheet, together with “Questions and Answers About the Special Meeting and Merger” beginning on page 8, summarizes certain of the material information set forth or incorporated by reference in this proxy statement. We encourage you to read carefully this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement. Each item in this Summary Term Sheet includes a page reference directing you to a more complete description of that topic. See “Where You Can Find More Information” beginning on page 72 for additional information regarding the documents incorporated by reference in this proxy statement. In this proxy statement, the terms “the Company,” “we,” “our” and “us” refer to Continental Building Products, Inc. and its consolidated subsidiaries taken as a whole, unless the context requires otherwise.

The Parties to the Merger (page 15)

The Company is a leading North American manufacturer of gypsum wallboard and complementary finishing products. The Company is headquartered in Herndon, Virginia with operations serving the residential, commercial and repair and remodel construction markets primarily in the eastern United States and eastern Canada.

CertainTeed Gypsum and Ceilings USA, Inc., a Delaware corporation (“Parent”), designs, manufactures and distributes gypsum and ceiling materials and solutions in North America.

Cupertino Merger Sub, Inc., a Delaware corporation (“merger sub”), is a wholly owned subsidiary of Parent formed by Parent solely for the purpose of engaging in the transactions contemplated by the merger agreement. Upon completion of the merger, merger sub will merge with and into the Company, and merger sub will cease to exist.

Compagnie de Saint-Gobain S.A., a société anonyme organized under the laws of France (“Guarantor”), is one of the world’s largest and oldest building products companies. Founded in 1665 in Paris, Saint-Gobain designs and delivers innovative and high performance materials in construction, transportation, and infrastructure through a strategic focus on sustainable habitat solutions. Saint-Gobain operates in 68 countries with more than 180,000 employees.

The Merger (page 19)

You are being asked to adopt and approve the Agreement and Plan of Merger, dated as of November 12, 2019, among the Company, Parent, merger sub and Guarantor (as it may be amended, supplemented, or otherwise modified in accordance with its terms, the “merger agreement”), pursuant to which, subject to the terms and conditions set forth therein, merger sub will be merged with and into the Company (the “merger”), with the Company surviving the merger as a wholly owned subsidiary of Parent. Upon completion of the merger, the Company will cease to be a publicly traded company, and you will cease to have any rights in the Company as a stockholder except the right to receive the merger consideration.

Merger Consideration (page 43)

If the merger is completed, each share of the Company’s common stock, par value $0.001 per share (the “common stock”), other than as provided below, will be converted into the right to receive $37.00 in cash (the “merger consideration”). Only the following shares of common stock will not be converted into the right to receive the merger consideration in connection with the merger: (i) shares held by any stockholder of the Company who is entitled to and who properly exercises appraisal rights under Section 262 of the Delaware General Corporation Law (the “DGCL”) and (ii) shares held in the treasury of the Company or owned, directly or indirectly, by Parent, merger sub or any wholly owned subsidiary of the Company immediately prior to the effective time of the merger.

Treatment of Options, RSUs, PSUs and the ESPP (pages 45, 45, 45 and 45, respectively)

Treatment of Options

Subject to the terms of the merger agreement, options to purchase shares of common stock (the “Company Options”) that are outstanding immediately prior to the effective time (whether vested or unvested) will be canceled in exchange for a cash payment of $37.00 per share subject to such option less the applicable per share

exercise price (net of tax withholdings). If the exercise price per share of a Company Option is equal to or greater than $37.00 per share, such Company Option will be canceled for no consideration. For more information, see “The Merger Agreement—Treatment of Options.”

Treatment of RSUs

Subject to the terms of the merger agreement, time-based restricted stock unit awards covering shares of common stock (the “Company RSUs”) will be treated as follows: (i) immediately prior to the effective time, Company RSUs granted prior to November 12, 2019 that are then outstanding (whether vested or unvested) will be canceled in exchange for a cash payment of $37.00 per share of common stock subject to such Company RSU (net of tax withholdings) and (ii) upon the effective time, unvested Company RSUs granted on or after November 12, 2019 that are outstanding immediately prior to the effective time will be converted automatically into cash-settled awards (the “Converted RSUs”) determined by multiplying the number of shares of common stock subject to such Company RSU by $37.00, which Converted RSUs shall thereafter continue to vest in accordance with the terms thereof. For more information, see “The Merger Agreement—Treatment of RSUs.”

Treatment of PRSUs

Subject to the terms of the merger agreement, performance restricted stock unit awards covering shares of common stock (the “Company PRSUs”) that are outstanding immediately prior to the effective time (whether vested or unvested) will be canceled in exchange for a cash payment of $37.00 per share of common stock subject to such Company PRSU assuming achievement of the applicable performance goals under such Company PRSU at the target level of attainment (net of tax withholdings). For more information, see “The Merger Agreement—Treatment of PRSUs.”

Treatment of the ESPP

The merger agreement provides that, with respect to the Company’s Employee Stock Purchase Plan (the “Company ESPP”), the Company will take all actions reasonably necessary to terminate the Company ESPP immediately prior to the effective time. No offering period is currently open under the Company ESPP and the Company will not start any new offering period under the Company ESPP. For more information, see “The Merger Agreement—Treatment of the ESPP.”

When the Merger is Expected to be Completed

The Company currently anticipates that the merger will be completed in the second half of 2020. However, there can be no assurances that the merger will be completed at all, or if completed, that it will be completed in 2020.

The Special Meeting (pages 16 and 16)

The special meeting will be held at [9:00 a.m.], Eastern Time, on [     ], 2020, at 12950 Worldgate Drive, Suite 700, Herndon, Virginia 20170. See “Questions and Answers About the Special Meeting and Merger” and “The Special Meeting of the Company’s Stockholders.”

Record Date and Quorum (page 16)

Only holders of record of the common stock, as of the close of business on [     ], 2019, the date established by the Board of Directors of the Company (the “Company Board”) as the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting. On the record date, there were [     ] shares of common stock outstanding.

To conduct any business at the special meeting, a quorum must be present in person or by proxy. The holders of a majority of the outstanding shares of common stock outstanding and entitled to vote at the meeting, present in person or by proxy, will constitute a quorum for the transaction of business at the special meeting. For more information, see “The Special Meeting of the Company’s Stockholders—Who Can Vote at the Special Meeting” and “The Special Meeting of the Company’s Stockholders—Quorum for the Special Meeting.”

Votes Required (page 17)

Adoption and approval of the merger agreement (the “merger agreement proposal”) requires the affirmative vote of the holders of at least a majority of the outstanding shares of common stock.

Approval of each of the specified compensation that may become payable to the named executive officers of the Company that is based on or otherwise relates to the merger, on a non-binding, advisory basis (the “non-binding named executive officer merger-related compensation proposal”) and the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the merger agreement proposal (the “adjournment proposal”) requires the affirmative vote of the holders of at least a majority of the outstanding shares of common stock present in person or by proxy and entitled to vote on that proposal at the special meeting.

Abstentions will have the same effect as a vote against each proposal. Broker non-votes have the same effect as a vote against the merger agreement proposal, but will not affect the outcome of the named executive officer merger-related compensation proposal or the adjournment proposal.

Recommendation of the Company Board (page 24)

After due and careful discussion and consideration of various factors described in the section entitled “The Merger—Recommendation of the Company Board,” the Company Board unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) authorized and approved the merger agreement and the other transactions contemplated by the merger agreement, including the merger, and directed the senior officers of the Company to execute and deliver the merger agreement, (iii) directed that the merger agreement and the transactions contemplated thereby, including the merger, be submitted to the Company’s stockholders for adoption at the special meeting in accordance with the merger agreement and (iv) recommended that the Company’s stockholders vote in favor of the adoption and approval of the merger agreement and the transactions contemplated thereby, including the merger.(the “recommendation of the Company Board”).

Accordingly, the Company Board unanimously recommends a vote “FOR” the approval of the merger agreement proposal. Additionally, the Company Board unanimously recommends a vote “FOR” the approval of the non-binding named executive officer merger-related compensation proposal and “FOR” the approval of the adjournment proposal.

Interests of the Company’s Directors and Executive Officers in the Merger (page 36)

In considering the recommendation of the Company Board, you should be aware that some of the Company’s directors and executive officers may have interests in the merger that are different from, or in addition to, your interests as a stockholder. These interests include, among others:

The Company Board was aware of these interests and considered them, among other matters, prior to making its determination to recommend the adoption and approval of the merger agreement to the Company’s stockholders. For more information, see the section entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger.”

Opinion of Financial Advisor to the Company (page 27 and Annex B)

Citigroup Global Markets Inc. (“Citi”) delivered its oral opinion, subsequently confirmed in writing, to the Company Board that, as of November 12, 2019, and based upon and subject to the factors, procedures, qualifications, limitations and assumptions set forth therein, the merger consideration to be received by the holders of common stock was fair, from a financial point of view, to such holders of common stock.

The full text of the written opinion of Citi, dated November 12, 2019, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this proxy statement. We urge you to read the opinion carefully and in its entirety. Citi provided its opinion for the information and assistance of the Company Board in connection with its evaluation of the merger. Citi’s opinion did not address any other aspects or implications of the merger or the merger agreement. Citi’s opinion did not address the underlying business decision of the Company to effect the merger, the relative merits of the merger as compared to any alternative business strategies that might exist for the Company or the effect of any other transaction in which the Company might engage. The issuance of Citi’s opinion was approved by a fairness committee of Citi. Citi’s opinion was not intended to be and does not constitute a recommendation as to how any holder of the outstanding shares of common stock should vote or act with respect to the merger or any other matter.

For a description of the opinion that the Company Board received from Citi, see the section entitled “The Merger—Opinion of Financial Advisor to the Company.”

Certain U.S. Federal Income Tax Consequences (page 40)

The exchange of common stock for cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a U.S. holder (as defined in “The Merger—Certain U.S. Federal Income Tax Consequences of the Merger”) of common stock who exchanges shares of common stock for cash in the merger generally will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. holder’s adjusted tax basis in such shares. If you are a non-U.S. holder, the merger generally will not result in tax to you under U.S. federal income tax laws unless you have certain connections with the United States.

This proxy statement contains a general discussion of certain U.S. federal income tax consequences of the merger. This description does not address any non-U.S. tax consequences, nor does it pertain to state, local or other tax consequences. Consequently, you are urged to contact your own tax advisor to determine the particular tax consequences to you of the merger.

No Solicitation; Recommendations of the Merger (page 51)

In the merger agreement, the Company has agreed that neither it nor any of its subsidiaries will, and that it will use its reasonable best efforts to cause its and their respective representatives not to, (i) initiate, solicit or knowingly encourage or facilitate any inquiries, proposals, expressions of interest, offers or requests for information or data with respect to, or that would reasonably be expected to lead to, the making or completion of, an acquisition proposal (as defined in “The Merger Agreement—No Solicitation; Recommendations of the Merger”); (ii) engage or participate in any negotiations or discussions (other than to state that they are not permitted to have discussions or to seek clarification regarding the terms of an acquisition proposal) concerning, or provide or cause to be provided any non-public information or data relating to the Company or any of its subsidiaries in connection with, an acquisition proposal; (iii) enter into any contract relating to an acquisition proposal; or (iv) resolve or agree to do any of the foregoing. However, the merger agreement allows the Company to furnish information and participate in unsolicited discussions or negotiations under certain circumstances prior to obtaining the requisite approval of the Company’s stockholders.

In the merger agreement, the Company has also agreed that the Company Board (and any committee thereof) will not (i) withdraw or modify, or publicly propose to withdraw or modify, in a manner adverse to Parent or merger sub the recommendation by the Company Board, (ii) fail to include the recommendation by the Company Board in this proxy statement, (iii) take any action to exempt any person (other than Parent and its affiliates) from the provisions of Section 203 of the DGCL or any other similar takeover law, (iv) fail to publicly reaffirm the recommendation by the Company Board within five business days after Parent’s written request in response to an acquisition proposal, (v) fail to recommend, in a Solicitation/Recommendation Statement on

Schedule 14D-9, against any acquisition proposal subject to Regulation 14D under the Exchange Act within ten business days after the commencement of such acquisition proposal or any material amendment of such acquisition proposal, (vi) approve or recommend, or publicly propose to approve or recommend, any acquisition proposal (each such action, an “adverse recommendation change”), or (vii) allow the Company or any of its subsidiaries to execute or enter into any contract (other than certain confidentiality agreements) with any other person relating to any acquisition proposal.

However, at any time prior to obtaining stockholder approval, in response to an intervening event (as defined in “The Merger Agreement—No Solicitation; Recommendations of the Merger”), if the Company Board determines in good faith, after consultation with its outside counsel and financial advisor that the failure to do so would reasonably be expected to be inconsistent with the Company Board’s exercise of its fiduciary duties under applicable law, the Company may make an adverse recommendation change.

In addition, at any time prior to obtaining stockholder approval, in response to an unsolicited written bona fide acquisition proposal that has not been withdrawn and did not result from a material breach of the relevant provisions of the merger agreement, if the Company Board determines in good faith after consultation with its outside counsel and financial advisor that the acquisition proposal constitutes a superior proposal (as defined in “The Merger Agreement—No Solicitation; Recommendations of the Merger”) and that the failure to take such action would reasonably be expected to be inconsistent with the exercise of the Company Board’s fiduciary duties under applicable law, then Company Board may make an adverse recommendation change and, following written authorization by the Company Board, the Company may enter into a definitive agreement with respect to the superior proposal if it concurrently terminates the merger agreement.

The Company must comply with certain provisions of the merger agreement related to Parent (including with respect to notifying Parent and negotiating with Parent) before making an adverse recommendation change or terminating the merger agreement. Upon termination of the merger agreement under specified circumstances, the Company will be required to pay Parent a termination fee of $40 million.

Conditions to the Completion of the Merger (page 57)

The completion of the merger is subject to, among other things, the following conditions:

Financing (page 58)

The merger agreement does not contain any financing-related closing condition, and Parent has represented that it and merger sub have, and at the effective time will have, access to sufficient sources of immediately available funds to consummate the merger and other transactions contemplated by the merger agreement on the terms and subject to the conditions contemplated therein, including to pay the merger consideration for all of the shares of common stock, to make all payments in respect of the Company Options, the Company RSUs and the Company PRSUs as contemplated in the merger agreement, and to pay all related fees and expenses of Parent, merger sub and their respective representatives. Guarantor is obligated to guarantee Parent’s and merger sub’s performance of their respective obligations under the merger agreement.

Regulatory Approvals (page 42)

Under the terms of the merger agreement, the merger cannot be completed until any applicable waiting period (and any extension thereof) applicable to the consummation of the merger under the HSR Act has expired or been terminated.

Under the HSR Act and the rules promulgated thereunder by the Federal Trade Commission (the “FTC”), the merger cannot be completed until each of the Company and Parent files a notification and report form with the FTC and the Antitrust Division of the Department of Justice under the HSR Act and the applicable waiting period has expired or been terminated. Each of the Company and Parent filed such a notification and report form on November 26, 2019.

Termination of the Merger Agreement (page 58)

The merger agreement may be terminated, and the merger may be abandoned at any time prior to its completion:

Termination Fees (page 59)

If the merger agreement is terminated under certain circumstances:

Specific Performance (page 60)

Each of the parties to the merger agreement is are entitled to specific performance of the terms of the merger agreement, in addition to any other remedy at law or equity.

Litigation Related to the Merger (page 42)

As of the date of this proxy statement, no stockholder litigation related to the merger agreement has been brought against the Company or any members of the Company Board.

Appraisal Rights (page 67)

Under the DGCL, a holder of record of common stock who does not vote in favor of the merger agreement proposal will have the right to seek appraisal of the fair value of its shares of common stock as determined by the Court of Chancery of the State of Delaware if the merger is completed, but only if such stockholder complies with all requirements of the DGCL for exercising appraisal rights, including Section 262 of the DGCL. This appraisal amount could be more than, the same as or less than the merger consideration. Any holder of record of the common stock intending to exercise appraisal rights must, among other things, submit a written demand for an appraisal to us prior to the vote on the merger agreement proposal at the special meeting and must not vote or otherwise submit a proxy in favor of the merger agreement proposal. Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights. The requirements of the DGCL for exercising appraisal rights are summarized in this proxy statement, including Section 262 of the DGCL, the text of which can be found in Annex C to this proxy statement.

A person having a beneficial interest in shares of common stock held of record in the name of another person, such as a bank, broker or other nominee, must act promptly to cause the record holder to follow the same steps and in a timely manner to perfect appraisal rights. If you hold your shares of common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or the other nominee.

Market Price of the Common Stock

The closing trading price of a share of common stock on the New York Stock Exchange (“NYSE”) on November 11, 2019, the last trading day before the merger agreement was approved by the Company Board, was $32.02 per share. On [     ], 2019, which is the latest practicable trading day before this proxy statement was printed, the closing price of a share of common stock on the NYSE was $[     ]. You are encouraged to obtain current market quotations for the common stock in connection with voting your shares of common stock.

Additional Information (page 72)

You can find more information about the Company in the periodic reports and other information we file with the U.S. Securities and Exchange Commission (the “SEC”). The information is available at the website maintained by the SEC at www.sec.gov. See “Where You Can Find More Information.”

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND MERGER

The merger agreement is attached as Annex A to this proxy statement. The description of the merger agreement herein is not complete and is qualified in its entirety by reference to the complete text of the merger agreement.

that the merger agreement and the transactions contemplated thereby, including the merger, be submitted to the Company’s stockholders for adoption at the special meeting in accordance with the merger agreement and (iv) recommended that the Company’s stockholders vote in favor of the adoption and approval of the merger agreement and the transactions contemplated thereby, including the merger. Accordingly, the Company Board unanimously recommends a vote “FOR” the approval of the merger agreement proposal. Additionally, the Company Board unanimously recommends a vote “FOR” the approval of the non-binding named executive officer merger-related compensation proposal and “FOR” the approval of the adjournment proposal.

You should be aware that some of the Company’s directors and executive officers are subject to plans, agreements or arrangements that may provide them with interests in the merger that are different from, or are in addition to, the interests of the Company’s stockholders generally. These interests relate to equity securities held by such persons and their affiliates; change of control severance covering the Company’s executive officers; and indemnification of the Company’s directors and officers by the surviving corporation following the merger. See the section entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger.”

If your shares of common stock are held in “street name” by your broker, bank or other nominee, you should have received a voting instruction card with these proxy materials from that organization rather than a proxy card from the Company. Your broker, bank or other nominee will vote your shares only if you

provide instructions on how to vote. You should instruct your broker to vote your shares by following the procedures provided by your broker. See “The Special Meeting of the Company’s Stockholders—Voting by Proxy.”

If your shares are held in “street name” and you do not return your voting instruction card or otherwise instruct your broker, bank or other nominee how to vote your shares, it will have the same effect as a vote against the merger agreement proposal, but it will have no effect on the non-binding named executive officer merger-related compensation proposal or the adjournment proposal.

A vote to abstain will have the same effect as voting against each proposal as to which you abstain.

See “The Special Meeting of the Company’s Stockholders—Treatment of Abstentions and Broker Non-Votes.”

If you are the beneficial owner of shares of the common stock, you are invited to attend the special meeting if you bring a letter, account statement or other evidence that confirms you were a beneficial owner of shares of common stock as of the record date and a valid form of photo identification. However, you may not vote these shares in person at the special meeting unless you obtain a legal proxy from your broker, bank or other nominee giving you the right to vote the shares at the special meeting.

The use of cameras (including cell phones with photographic capabilities), recording devices and other electronic devices will not be permitted at the special meeting. Any such device may be confiscated in the Company’s sole and absolute discretion if an attendee is in violation of this policy.

Even if you plan to attend the special meeting, we recommend that you also submit your proxy card or voting instructions as described in the above Q&A entitled “How do I vote?” so that your vote will be counted if you later decide not to attend the special meeting.

For a more detailed description of certain U.S. federal income tax consequences of the merger, see “The Merger—Certain U.S. Federal Income Tax Consequences of the Merger” beginning on page 40.

This proxy statement contains a general discussion of certain U.S. federal income tax consequences of the merger. This description does not address any non-U.S. tax consequences, nor does it pertain to state, local or other tax consequences. Consequently, you are urged to contact your own tax advisor to determine the particular tax consequences to you of the merger.

If you are a beneficial owner of shares of common stock, you will receive instructions from your broker, bank or other nominee as to how to surrender your shares and receive the merger consideration for those shares following the completion of the merger.

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders: (888) 750-5834
Banks and Brokers: (212) 750-5833

You may also wish to consult your legal, tax and/or financial advisors with respect to any aspect of the merger, the merger agreement or other matters discussed in this proxy statement.

THE PARTIES TO THE MERGER

Continental Building Products, Inc.

The Company is a leading manufacturer of gypsum wallboard and complementary finishing products, with manufacturing facilities and sales efforts concentrated in the eastern United States and eastern Canada. The Company’s executive offices are located at 12950 Worldgate Drive, Suite 700, Herndon, Virginia 20170. The Company’s telephone number is (703) 480-3800. For additional information about the Company, see “Important Information About Continental Building Products, Inc.” or visit Company’s website at http://www.continental-bp.com. The information provided on the Company’s website is not part of this proxy statement and is not incorporated by reference in this proxy statement.

CertainTeed Gypsum and Ceilings USA, Inc.

CertainTeed Gypsum and Ceilings USA, Inc., a Delaware corporation, which we refer to as Parent, is a designer, manufacturer and distributor of gypsum and ceiling materials and solutions in North America. Parent’s principal executive offices are located at 20 Moores Road, Malvern, Pennsylvania 19355. Parent’s telephone number is 610-893-6000.

Cupertino Merger Sub, Inc.

Cupertino Merger Sub, Inc., which we refer to as merger sub, is a wholly owned subsidiary of Parent, whose principal executive offices are located at 20 Moores Road, Malvern, Pennsylvania 19355. Merger sub’s telephone number is 610-893-6000. Merger sub was formed solely for the purpose of facilitating Parent’s acquisition of the Company.

Compagnie de Saint-Gobain S.A.

Compagnie de Saint-Gobain S.A., a société anonyme organized under the laws of France, which we refer to as Guarantor, is one of the world’s largest and oldest building products companies. Founded in 1665 in Paris, France, Saint-Gobain designs and delivers innovative and high performance materials in construction, transportation, and infrastructure through a strategic focus on sustainable habitat solutions. Saint-Gobain operates in 68 countries with more than 180,000 employees. Saint-Gobain’s shares are publicly traded on the Euronext Paris stock exchange under the symbol “SGO” and ISIN code FR0000125007. Guarantor’s principal executive offices are located at Les Miroirs 18, Avenue d’Alsace 92400 Courbevoie, France. Guarantor’s telephone number is +33 1 74 62 33 33. Guarantor’s website address is https://www.saint-gobain.com/en. The information provided on Guarantor’s website is not part of this proxy statement and is not incorporated by reference in this proxy statement.

THE SPECIAL MEETING OF THE COMPANY’S STOCKHOLDERS

Time, Place and Purpose of the Special Meeting

The special meeting will be held at [9:00 a.m.], Eastern Time, on [      ], 2020, at 12950 Worldgate Drive, Suite 700, Herndon, Virginia 20170. The purpose of the special meeting is to consider and vote on the merger agreement proposal, the non-binding named executive officer merger-related compensation proposal and the adjournment proposal. After due and careful discussion and consideration of various factors described in the section entitled “The Merger—Recommendation of the Company Board,” the Company Board unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) authorized and approved the merger agreement and the other transactions contemplated by the merger agreement, including the merger, and directed the senior officers of the Company to execute and deliver the merger agreement, (iii) directed that the merger agreement and the transactions contemplated thereby, including the merger, be submitted to the Company’s stockholders for adoption at the special meeting in accordance with the merger agreement and (iv) recommended that the Company’s stockholders vote in favor of the adoption and approval of the merger agreement and the transactions contemplated thereby, including the merger (the “recommendation of the Company Board”). Accordingly, the Company Board unanimously recommends a vote “FOR” the approval of the merger agreement proposal. Additionally, the Company Board unanimously recommends a vote “FOR” the approval of the non-binding named executive officer merger-related compensation proposal and “FOR” the approval of the adjournment proposal.

You will be required to present a valid form of photo identification to be admitted to the special meeting and, if you are a holder of record, a ballot will be provided to you upon arrival. If you are the beneficial owner of shares of the common stock, you are invited to attend the special meeting if you bring a letter, account statement or other evidence that confirms you were a beneficial owner of shares of common stock as of the record date and a valid form of photo identification. However, if your shares of common stock are held in “street name,” you may not vote these shares in person at the special meeting unless you obtain a legal proxy from your broker, bank or other nominee giving you the right to vote the shares at the special meeting.

Who Can Vote at the Special Meeting

Only holders of record of the common stock, as of the close of business on [      ], 2019, which is the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting. If you own shares that are registered in the name of someone else, such as a broker, bank or other nominee, you need to direct that person how to vote those shares or obtain an authorization from them and vote the shares yourself at the special meeting. On the record date, there were [      ] shares of common stock outstanding.

Quorum for the Special Meeting

To conduct any business at the special meeting, a quorum must be present. A majority of the outstanding shares of common stock entitled to vote at the special meeting, present in person or by proxy, will constitute a quorum for the transaction of business at the special meeting. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum. As of the close of business on the record date, there were [      ] shares of the common stock outstanding. Accordingly, [      ] shares of the common stock must be present in person or by proxy at the special meeting to constitute a quorum.

A broker non-vote is a share held by a bank, brokerage firm or nominee that is present in person or by proxy at the special meeting but with respect to which the broker or other stockholder of record has not received voting instructions from the beneficial owner of such shares regarding how to vote on a particular proposal or proposals and for which the broker does not have discretionary voting power on such proposal.

Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum and any adjournment or postponement of the special meeting, unless the holder is present solely to object to the special meeting. However, if a new record date is set for an adjourned meeting, a new quorum will have to be established.

Votes Required; Treatment of Abstentions and Broker Non-Votes

Approval of the merger agreement proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of common stock.

Approval of each of the non-binding named executive officer merger-related compensation proposal and the adjournment proposal requires the affirmative vote of the holders of at least a majority of the shares of common stock present in person or by proxy and entitled to vote on that proposal at the special meeting.

A vote to abstain will have the same effect as voting against each proposal.

If you are a holder of record, failure to submit a proxy or to vote in person by ballot will have the same effect as a vote against the merger agreement proposal, but it will have no effect on the non-binding named executive officer merger-related compensation proposal or the adjournment proposal.

If your shares of common stock are held in “street name” by your broker, you should instruct your broker how to vote your shares using the enclosed voting instruction card provided by your broker. Under applicable regulations, brokers, banks and other nominees who hold shares in “street name” for customers may not exercise their voting discretion with respect to non-routine matters such as the proposals to be voted upon at the special meeting. As a result, if you do not instruct your broker, bank or other nominee how to vote your shares of common stock, your shares will be treated as “broker non-votes” and will not be voted, which will have the same effect as voting against the merger agreement proposal. Broker non-votes will not, however, have any effect on the non-binding named executive officer merger-related compensation proposal or the adjournment proposal.

Voting by Proxy

This proxy statement is being sent to you on behalf of, and your vote is being solicited by, the Company Board for the purpose of requesting that you allow your shares of common stock to be represented at the special meeting by the persons named in the enclosed proxy card. All shares of common stock properly represented at the special meeting by proxy will be voted in accordance with the instructions indicated on those proxies. If you are a holder of record and sign and return a proxy card without giving voting instructions, your shares will be voted as recommended by the Company Board, as applicable, on each proposal. The Company Board unanimously recommends a vote “FOR” the approval of the merger agreement proposal, “FOR” the approval of the non-binding named executive officer merger-related compensation proposal and “FOR” the approval of the adjournment proposal.

A stockholder of record may revoke its proxy at any time before the vote is taken at the special meeting. To revoke your proxy, you must either advise the Company’s Secretary in writing specifying such revocation, deliver a later-dated proxy, or attend the special meeting and vote your shares in person. Attendance at the special meeting will not by itself constitute revocation of a proxy.

If your shares of common stock are held in “street name” by your broker, bank or other nominee, please follow the instructions provided with these materials to revoke any previously provided voting instructions.

These materials were first mailed to stockholders of the Company on or about [      ], 2019.

Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed one or more times in accordance with the merger agreement to a later day or time if necessary or appropriate, including to solicit additional proxies in favor of the merger agreement proposal. Your shares will be voted on any adjournment proposal in accordance with the instructions indicated in your proxy or voting instruction card. If a quorum is not present, the person presiding at the special meeting or the stockholders holding a majority of the common stock present in person or by proxy at the special meeting and entitled to vote thereat may adjourn the special meeting in accordance with the merger agreement until a quorum shall be present. If the adjournment is for more than 60 days after the date of this proxy statement, or if a new record date is set for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. In addition, the special meeting could be postponed before it commences, subject to the terms of the merger agreement. If the

special meeting is adjourned or postponed, stockholders who have already submitted their proxies or voting instructions will be able to revoke them at any time prior to the final vote on the proposals. If you are a holder of record and return a proxy without indicating how you wish to vote on the adjournment proposal, your shares will be voted in favor of the adjournment proposal.

Householding

Certain stockholders of the Company who share an address are being delivered only one copy of this proxy statement unless the Company or one of its mailing agents has received contrary instructions.

Upon the written request of a stockholder of the Company at a shared address to which a single copy of this proxy statement was delivered, the Company will promptly deliver a separate copy of such document to the requesting stockholder. Written requests can be addressed to Continental Building Products, Inc., Attn: Investor Relations, 12950 Worldgate Drive, Suite 700, Herndon, Virginia 20170 or emailed to the Company’s Investor Relations at investorrelations@continental-bp.com. Stockholders may also call Company Investor Relations at (703) 480-3980.

The stockholders of the Company sharing an address who are receiving multiple copies of these proxy materials or the Company’s notice of Internet availability of proxy materials and/or proxy statements and annual reports may request delivery of a single copy of such documents by emailing the Company at the address above.

Solicitation of Proxies

The Company has engaged Innisfree M&A Incorporated (“Innisfree”) to assist in the solicitation of proxies for the special meeting and will pay Innisfree a fee of approximately $22,500, plus reimbursement of out-of-pocket expenses. The address of Innisfree is 501 Madison Avenue, 20th Floor, New York, NY 10022. You can call Innisfree toll-free at (888) 750-5834 or collect at (212) 750-5833.

On August 21, 2019, Mr. Bachmann and Timothy Power, Senior Vice President, General Counsel and Secretary of the Company, met with Mark Rayfield, head of North American operations for Guarantor, and Craig Smith, Deputy General Counsel of North American Operations for Guarantor, in Washington, D.C. At the meeting, Mr. Rayfield indicated to Messrs. Bachmann and Power that Guarantor was interested in considering a potential acquisition of the Company. No proposal was made by Guarantor at this meeting.

In the spring of 2019, the Company Board authorized the Company’s management to again reach out to Party A to discuss a potential business combination and thereafter, through the summer of 2019, the Company engaged in preliminary discussions with Party A and its advisors. On August 22, 2019, the Company entered into a mutual confidentiality agreement with Party A, and in September 2019, the parties amended the confidentiality agreement to include a standstill with customary fall-away provisions. Following execution of the confidentiality agreement, the Company commenced due diligence and negotiations with Party A with respect to a potential business combination transaction in which the stockholders of the Company would have received common stock in a significantly larger wallboard company, without a cash consideration component payable to the Company’s stockholders, and the Company’s management would have continued as management of the combined business.

During the course of ongoing discussions with Party A, on September 29, 2019, Mr. Bazin, Chief Operating Officer of Guarantor, called Mr. Bachmann to request a meeting during Mr. Bazin’s upcoming trip to the United States. On October 3, 2019, Edward Bosowski, Chairman of the Company Board, aligned with representatives of Party A on the high-level terms of a potential strategic transaction between the parties subject to negotiation of definitive documents.

On October 3, 2019, Mr. Bazin met with Mr. Bachmann in Washington, D.C. and expressed Guarantor’s interest in acquiring the Company. Mr. Bazin emphasized the need for confidentiality and indicated that Guarantor was interested in entering into exclusive discussions with the Company regarding the proposed potential transaction. Mr. Bazin did not discuss valuation, propose a price per share at which Guarantor would acquire the Company’s common stock or propose any other specific terms. Mr. Bachmann informed Mr. Bazin that he would discuss Guarantor’s interest with Edward Bosowski, Chairman of the Company Board. Subsequently, Mr. Bachmann relayed his conversation with Mr. Bazin to Mr. Bosowski, and the two discussed Guarantor’s interest. On October 8, 2019, Mr. Bachmann updated the Company Board on the meeting with Mr. Bazin, and the Company Board discussed with Mr. Power the directors’ fiduciary duties in the context of Guarantor’s outreach.

On October 9, 2019, at Mr. Bazin’s request, Mr. Bachmann called Mr. Bazin. On the call, Mr. Bachmann expressed Mr. Bosowski’s appreciation of the strategic rationale for a combination of the Company and Guarantor. However, Mr. Bachmann noted that any proposal would need to be considered by the Company Board and proposed to discuss Guarantor’s proposal at an upcoming Company Board meeting in November 2019. Mr. Bazin noted Guarantor’s desire that the parties engage in further discussions and commence the due diligence process in the near term. Mr. Bazin requested that the Company Board discuss and evaluate Guarantor’s interest prior to November if at all possible and requested to schedule another call with Mr. Bachmann for a later day that same week, and the two tentatively scheduled a follow-up call on October 11, 2019.

Mr. Bachmann relayed the substance of his conversation to Mr. Bosowski and the Company’s legal and financial advisors. Messrs. Bosowski and Bachmann determined that, because Guarantor had not yet submitted a specific proposal to acquire the Company, it would be inappropriate to grant Guarantor exclusivity or access to due diligence materials. On October 11, 2019, Mr. Bachmann communicated to Mr. Bazin that the Company was not prepared to provide due diligence materials or grant exclusivity to Guarantor at that time.

On October 14, 2019, Guarantor delivered a letter to Messrs. Bosowski and Bachmann proposing that Guarantor acquire the Company at a price of $32.00 per share in cash. On the same day, Mr. Bazin called Mr. Bachmann to outline the proposal.

On October 16, 2019, the Company Board met with representatives of the Company’s management, Citi and Gibson, Dunn & Crutcher LLP (“Gibson Dunn”), the Company’s legal advisor, to consider the proposal. A representative of Gibson Dunn reviewed the directors’ fiduciary duties, a representative of Citi discussed a preliminary financial analysis of Guarantor’s proposal, and the group collectively discussed pursuing an all-cash acquisition by Guarantor as compared to other strategic alternatives, including a potential transaction with Party A. The Company Board discussed the importance of continuing discussions with Party A regarding the potential transaction and ensuring that the Company be in a position to pursue and announce a strategic transaction that would be consummated in the near term, in light of the Company Board’s view of industry dynamics. The

Company Board also discussed that while an all-cash acquisition may be the most attractive alternative for the Company’s stockholders at the right price, Guarantor’s proposal was, in the Company Board’s view, insufficient to justify further discussions with Guarantor. The Company Board further discussed with its advisors regulatory considerations related to a potential transaction either with Party A or with Guarantor and that prior to entering into any transaction the Company would need adequate assurances regarding certainty of closing as well as an appropriate valuation. Accordingly, the Company Board instructed Mr. Bachmann to inform Mr. Bazin that the Company was not prepared to engage in further discussions with respect to Guarantor’s proposal at the $32.00 per share price.

Later that day, Mr. Bachmann communicated to Mr. Bazin that the Company Board was not interested in pursuing a transaction with Guarantor at the price proposed.

On October 18, 2019, Mr. Bazin called Mr. Bachmann to request that the parties’ financial advisors meet to discuss valuation.

On October 18, 2019, the Company Board met with representatives of the Company’s management, Citi and Gibson Dunn to discuss the Company’s strategic alternatives and how to respond to Guarantor’s request for a meeting between the parties’ financial advisors. Following discussion, the Company Board determined that the current proposal from Guarantor did not reflect a value sufficient to justify engaging in further discussions regarding Guarantor’s acquisition proposal, whether directly or through the parties’ financial advisors. Later that day, Mr. Bachmann communicated to Mr. Bazin that the Company was not authorizing its financial advisors to engage in further discussions with Guarantor’s financial advisors regarding valuation at that time.

Also on October 18, 2019, an assistant to the Chief Executive Officer of Party B reached out to Mr. Bachmann to request a meeting during the week of November 4, 2019. Mr. Bachmann responded that it was unlikely he would be able to meet during the proposed time due to regularly scheduled Company Board meetings. Mr. Bachmann informed Mr. Bosowski of this outreach.

On October 21, 2019, Guarantor delivered a letter to Messrs. Bosowski and Bachmann proposing to acquire the Company at a price of $34.50 per share, which according to the letter represented the highest price Guarantor could offer absent access to additional due diligence materials. That same day Mr. Bazin telephoned Mr. Bachmann to advise him of the terms of Guarantor’s revised proposal.

On October 22, 2019, the Company Board met with representatives of the Company’s management, Citi and Gibson Dunn to consider the revised proposal. Representatives of Gibson Dunn reminded the directors of their fiduciary duties and representatives of Citi discussed a preliminary valuation analysis of the revised proposal. At the meeting, the Company Board determined that, although the revised proposal reflected a meaningful increase in price, the price was still insufficient, in the Company Board’s view, to support a transaction. The Company Board also discussed that, in addition to obtaining a higher valuation, the Company would need a very high degree of closing certainty, including assurances that Guarantor was committed to taking the steps required to obtain applicable regulatory approvals if necessary and complete the acquisition. In an effort to cause Guarantor to improve the financial and other terms of its proposal, the Company Board agreed to provide certain due diligence information to Guarantor and engage on antitrust matters.

On October 23, 2019, Mr. Bachmann advised Mr. Bazin that, while the Company Board had not determined to sell the Company, the Company was prepared to furnish certain confidential information to Guarantor to enable it to improve its proposal. Representatives of the Company and Guarantor then discussed a process to allow Guarantor to conduct certain business, financial and legal due diligence.

On October 25, 2019, Guarantor and the Company entered into a confidentiality agreement with a standstill and customary fall-away provisions. Later that day, the Company opened an electronic data room to provide Guarantor with access to certain due diligence materials and, commencing on October 26, 2019, the Company and Guarantor’s respective legal advisors commenced discussions regarding certain due diligence and antitrust matters.

During the week of October 28, 2019, the Company provided Guarantor with certain due diligence information, and the parties’ respective counsels held several calls concerning certain features of a potential transaction, including antitrust considerations. On October 31, representatives of Guarantor and the Company, together with their respective financial advisors, participated in a financial due diligence call. On November 1, 2019, representatives of Guarantor and the Company, together with their respective financial advisors and Cleary

Gottlieb Steen & Hamilton (“Cleary”), legal counsel to Guarantor, met near the Company’s headquarters in Herndon, Virginia to discuss due diligence items, which was followed by a legal due diligence call on November 2, 2019 between representatives of Guarantor, Cleary and Mr. Power.

On November 1, 2019, at the direction of the Company Board, representatives of Citi conveyed to representatives of Lazard Frères & Company and Morgan Stanley & Co. LLC, financial advisors to Guarantor, that the Company would require in any transaction that Guarantor agree to take the steps necessary to obtain the required antitrust approvals and pay a reverse termination fee to the Company, in the event such approvals were not obtained.

On November 6, 2019, Guarantor submitted a revised proposal letter to the Company increasing the cash consideration to $36.50 per share and providing for a lower reverse termination fee than proposed by the Company on November 1, 2019 but not otherwise responding to the Company’s proposal.

Later on November 6, 2019, the Company Board met with representatives of the Company’s management, Citi, Gibson Dunn and Morrison & Foerester LLP (“MoFo”), regulatory counsel to the Company, to discuss Guarantor’s revised proposal. The Company Board discussed with the Company’s advisors antitrust considerations in connection with a transaction with Parent and with Party A.

The Company Board also discussed whether there was any other party who was likely to offer a more attractive transaction to the Company and its stockholders than the alternatives currently available to the Company (i.e., the strategic transaction with Party A or the all-cash acquisition by Parent). The Company Board discussed that, although the Company had not conducted a formal market check, it had engaged in preliminary discussions with industry participants during the prior few years and did not believe there was any other interested party given the lack of any proposals or substantive discussions as described above. Specifically, the Company Board did not believe a strategic transaction was feasible with certain of the other limited industry participants due to their geographic footprint, lack of access to financing and/or seeming disinterest based on prior outreach by the Company or its advisors. The Company Board discussed that there was a higher degree of uncertainty that Party B would be able to obtain financing to complete an acquisition and that in 2018 Party B had failed to pursue an acquisition, and that in light of the currently actionable potential transactions with each of Party A and Guarantor, the Company should focus on executing one of those two transactions in the near-term instead of engaging with Party B. The Company Board further discussed that, given Guarantor’s request for exclusivity, Guarantor was unlikely to offer the same price, and might withdraw its proposal altogether, if the Company were to delay signing in order to proceed with a market check or auction process. In light of these factors, as well as the more advanced stage of discussions with Guarantor and Party A, the Company Board determined that Mr. Bachmann should not further respond to Party B’s October 18, 2019 outreach at this time. No representatives of Party B subsequently reached out to Mr. Bachmann or any other representatives of the Company. The Company Board also discussed with its advisors that in any transaction either with Party A or Guarantor, the Company would retain flexibility to entertain alternative proposals following execution of any merger agreement, which would contain “fiduciary out” provisions. The Company Board also discussed that, in light of the risk of Guarantor and Party A declining to proceed with a transaction if the Company were to delay the process, it was important for the Company Board to determine in the near term whether to proceed with a transaction.

Following a discussion of Guarantor’s revised proposal, the Company Board instructed Mr. Bachmann to inform Guarantor that the Company was not prepared to enter into a transaction without an increased price and greater clarity as to the key terms of the merger agreement for a potential transaction, including with respect to closing certainty. The Company Board also directed management to deliver an initial draft of the merger agreement to Guarantor with a proposal that Parent purchase all of the Company’s outstanding common stock at $38.00 per share in an attempt to negotiate the highest price possible. Following the meeting, Messrs. Bachmann and Bosowski called Mr. Bazin to inform him that the Company was not prepared to move forward on the basis of the proposal of $36.50 per share and would be sharing a proposed draft of the merger agreement for a potential transaction with Guarantor and in addition to reaching alignment on value the Company would also need clarity on where Guarantor stood on the key terms of the merger agreement before moving forward. Messrs. Bachmann and Bosowski then counter-proposed a price of $38.00 per share. Mr. Bazin stated that he felt $38.00 per share was too high and unlikely to be accepted by Guarantor’s board of directors, but that Guarantor was confident they could reach a mutually acceptable resolution on the other key terms of the merger agreement.

Later on November 6, 2019, Gibson Dunn sent the initial draft of a merger agreement to Cleary with a proposed price of $38.00 per share and proposed antitrust provisions and a reverse termination fee that were the same as the Company’s November 1, 2019 guidance to Guarantor.

On November 7, 2019, Mr. Bazin called Mr. Bachmann to inform him that Guarantor would be submitting a “best and final proposal” later that day. Shortly thereafter, Mr. Bazin emailed Mr. Bachmann the revised proposal, which increased the proposed cash consideration to $37.00 per share and provided Guarantor’s initial feedback on certain key terms of the draft merger agreement relating to deal certainty, confirming that Guarantor would be prepared to agree to take certain steps to obtain the required antitrust approvals if necessary and pay a significant reverse termination fee.

On November 8, 2019, the Company Board met with representatives of Citi, Gibson Dunn and MoFo to discuss Guarantor’s November 7th proposal. Following a discussion, the Company Board instructed the Company’s management to convey to Mr. Bazin that Guarantor would need to provide the Company with greater certainty as to closing in order to move forward with a transaction. After the Company Board meeting, Messrs. Bachmann and Bosowski called Mr. Bazin and Antoine Vignial, Guarantor’s general counsel, to discuss the Company’s response to Guarantor’s initial feedback on certain key terms of the draft merger agreement relating to deal certainty.

On November 8, 2019, as a follow up to the conversation between Messrs. Bachmann, Bosowski, Bazin and Vignial, Cleary, Gibson Dunn and MoFo discussed the Company’s and Guarantor’s respective positions on certain key terms of the draft merger agreement, including the antitrust provisions and closing certainty. Following that communication, Cleary sent Gibson Dunn written comments to the merger agreement.

On November 9, 2019, the Company Board met with representatives of Citi, Gibson Dunn and MoFo to discuss Guarantor’s revised proposal. Following a discussion of Guarantor’s revised proposal and certain other aspects of the proposed transaction, including the antitrust provisions and closing certainty, the Company Board instructed Company management to seek to obtain an increased commitment from Guarantor as to the steps it would take to obtain the required antitrust approvals if necessary including a standard requiring divestitures of up to 1,450 million square feet of aggregate production capacity. The Company Board also decided to request that Guarantor increase the cash consideration to $37.50 per share or, if that was rejected, request a “ticking fee” to increase the consideration if the transaction had not been consummated within a specified number of months after signing. Messrs. Bachmann and Bosowski communicated this counterproposal to Messrs. Bazin and Vignial, who informed Messrs. Bachmann and Bosowski that Guarantor would walk away from the deal at any price above $37.00 per share but were aligned on the scope of the antitrust-related provisions of the merger agreement.

Later on November 9, 2019, the Company Board met again with representatives of Citi and Gibson Dunn to discuss Guarantor’s reaction to the Company’s $37.50 per share counterproposal. Representatives of Gibson Dunn discussed with the Company Board the directors’ fiduciary duties. The Company Board once again discussed the importance of pursuing a potential strategic transaction at this time in light of industry dynamics and the absence of likely alternative bidders given the market landscape described above and acknowledged the risk that running a market check or auction at that time would threaten any deal with Guarantor. After discussion, the Company Board determined that it was prepared to accept the $37.00 per share proposal, subject to a final agreement on the merger agreement. Messrs. Bachmann and Bosowski relayed the Company Board’s decision to Messrs. Bazin and Vignial, and Gibson Dunn sent a mark-up of the merger agreement to Cleary later in the day.

Throughout October and November 2019, the Company had continued to engage with Party A regarding a potential strategic transaction. On November 10, 2019, Mr. Bosowski called the chairman of the board of directors of Party A to inform him that the Company had received an unsolicited, all-cash proposal to acquire the Company at a price of $37.00 per share. Mr. Bosowski noted that while the Company would be interested in pursuing a strategic transaction with Party A, the Company Board determined, after rigorous analysis and discussion, that pursuing the all-cash proposal would be in the best interests of the Company and its stockholders compared to the transaction with Party A on the terms that had been discussed. Mr. Bosowski further noted that the Company would be open to considering any competing proposal from Party A, including an acquisition of the Company by Party A. The chairman of Party A informed Mr. Bosowski that he would discuss the matter with Party A’s board of directors, but that it was very unlikely that Party A would be prepared to submit a competing proposal. Representatives of Citi relayed the same message to Party A’s financial advisors.

On November 10, 2019, representatives of the Company and Guarantor, together with their respective legal counsels, continued negotiating the merger agreement. Cleary sent a further revised mark-up of the merger agreement to Gibson Dunn late that evening. Discussions between Cleary and Gibson Dunn continued throughout the day on November 11, 2019, with the law firms exchanging several further revised mark-ups of the merger agreement.

On the evening of November 11, 2019, the Company Board met with representatives of Citi and Gibson Dunn. Representatives of Citi summarized the Company Board’s consideration of strategic alternatives and reviewed its financial analysis of merger. The representatives of Citi then discussed with the Company Board certain of its relationships as set forth in a disclosure letter provided separately to the Company, and provided a draft fairness opinion and described the valuation methodologies Citi intended to employ in performing its analysis and discussed the value ranges for the Company’s common stock based on the valuation approaches utilized by Citi in the course of its work, including an analysis of selected comparable companies, an analysis of selected precedent transactions and a discounted cash flow analysis. A representative of Gibson Dunn then summarized the directors’ fiduciary duties and reviewed the material terms of the merger agreement. The Company Board then discussed the terms of the merger agreement, including the termination fees, provisions affecting certainty of closing, and conduct of the Company’s business during the period of time between signing and closing. Following the Company Board meeting, on November 11, 2019, the Company entered into an engagement letter agreement with Citi, pursuant to which Citi was confirmed as the Company’s exclusive financial advisor in connection with the merger on the terms and subject to the conditions set forth in the engagement letter.

Throughout the day on November 12, 2019, the Company’s and Guarantor’s legal advisors finalized the merger agreement and disclosure schedules. Also that morning, Mr. Bosowski called the chairman of Party A to inquire as to whether Party A intended to submit a revised proposal, and the chairman indicated that Party A would not do so.

On the afternoon of November 12, 2019, the Company Board met with representatives of Citi and Gibson Dunn to review the changes to the merger agreement that had been made since the Company Board’s November 11, 2019 meeting. Following the Company Board’s review of the final draft of the merger agreement, representatives of Citi rendered Citi’s oral opinion, subsequently confirmed by the delivery by Citi of a written opinion, dated November 12, 2019, that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Citi as set forth in its written opinion, the merger consideration of $37.00 per share of common stock to be offered to the stockholders of the Company in the merger was fair, from a financial point of view, to such stockholders. Please see the section of this proxy statement entitled “—Opinion of Financial Advisor to the Company” beginning on page 27 for further description of the opinion and analysis of the financial advisor. Thereafter, the Company Board unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, were advisable and fair to, and in the best interests of, the Company and its stockholders, and approved and declared advisable the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, and recommended the adoption of the merger agreement by the Company’s stockholders. For a description of the various factors considered by the Company Board, see the section entitled “The Merger—Recommendation of the Company Board.”

After the Company Board meeting, the Company and Parent signed the merger agreement and publicly announced the transaction on November 12, 2019.

Recommendation of the Company Board

The Company Board, at a meeting held on November 12, 2019, unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) authorized and approved the merger agreement and the other transactions contemplated by the merger agreement, including the merger, and directed the senior officers of the Company to execute and deliver the merger agreement, (iii) directed that the merger agreement and the transactions contemplated thereby, including the merger, be submitted to the Company’s stockholders for adoption at the special meeting in accordance with the merger agreement and (iv) recommended that the Company’s stockholders vote in favor of the adoption and approval of the merger agreement and the transactions contemplated thereby, including the merger. Later that day, the Company executed the merger agreement, and the Company and Guarantor issued a press release announcing the execution of the merger agreement.

In evaluating the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Company Board consulted with the Company’s senior management team, as well as the Company’s outside legal and financial advisors, and considered a number of factors, including the following material factors (not necessarily listed in order of relative importance):

taking any such actions, determines in good faith, after consultation with its outside legal counsel, that failure to take such actions would reasonably be expected to be inconsistent with the Company Board’s fiduciary duties under applicable law and, after consultation with legal and financial advisors, that such acquisition proposal either constitutes a superior proposal or could reasonably be expected to result in a superior proposal (subject to the Company’s obligation to give Parent notice of such discussions);

The Company Board also considered a variety of potentially negative factors in its deliberations concerning the merger agreement and the merger, including the following (not necessarily listed in any relative order of importance):

The foregoing discussion of the information and factors considered by the Company Board is not intended to be exhaustive, but includes the material factors considered. In view of the variety of factors considered in connection with its evaluation of the merger, the Company Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Company Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Company Board based its recommendation on the totality of the information presented.

The Company Board unanimously recommends that you vote “FOR” the approval of the merger agreement proposal, “FOR” the approval of the non-binding named executive officer merger-related compensation proposal and “FOR” the approval of the adjournment proposal.

In considering the recommendation of the Company Board with respect to the merger agreement proposal, you should be aware that our directors and executive officers have interests in the merger that may be different from, or in addition to, yours. The Company Board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the merger agreement proposal be approved by the stockholders of the Company. See the section entitled “—Interests of Certain Persons in the Merger” beginning on page 36.

Opinion of Financial Advisor to the Company

The Company retained Citi as its financial advisor in connection with the merger. In connection with Citi’s engagement, the Company requested that Citi evaluate the fairness, from a financial point of view, of the merger consideration to be received in the merger by holders of shares of common stock pursuant to the terms and subject to the conditions set forth in the merger agreement. On November 12, 2019, at a meeting of the Company Board held to evaluate the proposed merger and at which the merger agreement was approved, Citi delivered to the Company Board an oral opinion, confirmed by delivery of a written opinion dated November 12, 2019, to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi as set forth in its written opinion, the merger consideration to be received in the merger by the holders of common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders of common stock.

The full text of Citi’s written opinion, dated November 12, 2019, to the Company Board, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi in rendering its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference in its entirety. The summary of Citi’s opinion set forth below is qualified in its entirety by reference to the full text of Citi’s opinion. Citi’s opinion was provided to the Company Board (in its capacity as such) in connection with its evaluation of the merger and was limited to the fairness, from a financial point of view, as of the date of the opinion, to the holders of common stock (other than excluded shares and dissenting shares, in each case as defined in “The Merger Agreement—Consideration to be Received in the Merger”) of the merger consideration. Citi’s opinion did not address any other aspects or implications of the merger or the merger agreement. Citi’s opinion is not intended to be and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matters relating to the proposed merger or otherwise.

In arriving at its opinion, Citi:

The issuance of Citi’s opinion was authorized by Citi’s fairness opinion committee.

In rendering its opinion, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances of the management of the Company that they were not aware of any relevant information that was omitted or that remained undisclosed to Citi. With respect to financial forecasts and other information and data relating to the Company provided to or otherwise reviewed by or discussed with Citi that it was directed to utilize in its analyses, Citi was advised by the management of the Company that such forecasts and other information and data were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to, and were a reasonable basis upon which to evaluate, the future financial performance of the Company and the other matters covered thereby. Citi expressed no view or opinion as to any such financial forecasts and other information or data (or underlying assumptions on which any such financial forecasts and other information or data were based) provided to or otherwise reviewed by or discussed with Citi.

Citi assumed, with the Company’s consent, that the merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on the Company or the merger. Representatives of the Company advised Citi, and Citi further assumed, that the final terms of the merger agreement would not vary materially from those set forth in the draft reviewed by Citi. Citi did not make and was not provided with an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Company nor did Citi make any physical inspection of the properties or assets of the Company. Citi was not requested to, and it did not, solicit any third party indications of interest in the possible acquisition of all or part of the Company, nor was Citi requested to consider, and its opinion did not address the underlying business decision of the Company to effect the merger, the relative merits of the merger as compared to any alternative business strategies that might exist for the Company or the effect of any other transaction in which the Company might engage. Citi did not express any view as to, and its opinion did not address, the prices at which the common stock or any other securities would trade or otherwise be transferable at any time, including following announcement of the merger. Citi expressed no view as to, and its opinion did not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation to any officers, directors or employees of any parties to the merger, or any class of such persons, relative to the merger consideration.

Citi’s opinion was necessarily based upon information available to Citi, and financial, stock market and other conditions and circumstances existing, as of the date of its opinion. Although subsequent developments may affect Citi’s opinion, Citi has no obligation to update, revise or reaffirm its opinion. Citi’s opinion addressed only

the fairness, from a financial point of view and as of the opinion’s date, of the per share of common stock merger consideration (to the extent expressly specified in such opinion), without regard to individual circumstances of holders of common stock that may distinguish such holders or the securities of the Company held by such holders.

In preparing its opinion, Citi performed a variety of financial and comparative analyses, including those described below. The summary of the analyses below is not a complete description of Citi’s opinion or the underlying analyses, or of the factors considered in connection with, Citi’s opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. Citi arrived at its opinion based on the results of all analyses undertaken by it and factors assessed as a whole, and it did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion. Accordingly, Citi believes that the analyses must be considered as a whole and that selecting portions of such analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying such analyses and Citi’s opinion.

In its analyses, Citi considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its opinion, many of which are beyond the control of the Company. No company, business or transaction used in Citi’s analyses as a comparison is identical or directly comparable to the Company or the merger. An evaluation of these analyses is not entirely mathematical; rather the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions reviewed or the results of any particular analysis.

The estimates contained in Citi’s analyses and the valuation ranges resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by such analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the results derived from, Citi’s analyses are inherently subject to substantial uncertainty.

Citi was not requested to, and it did not, recommend or determine the specific consideration payable in the merger. The type and amount of consideration payable in the merger was determined through negotiations between the Company, Parent and Guarantor, and the Company’s decision to enter into the merger agreement was solely that of the Company Board. Citi’s opinion was only one of many factors considered by the Company Board in its evaluation of the merger and should not be viewed as determinative of the views of the Company Board or the management of the Company with respect to the merger, merger consideration or any other aspect of the transactions contemplated by the merger agreement.

Financial Analyses

The following is a summary of the material financial analyses prepared and reviewed with the Company Board in connection with Citi’s opinion, dated November 12, 2019, to the Company Board. The summary set forth below does not purport to be a complete description of the financial analyses performed by, and underlying the opinion of, Citi, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Citi. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary as the tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the financial analyses, could create a misleading or incomplete view of such financial analyses. Future results may be different from those described and such differences may be material. Financial data utilized for the Company in the financial analyses described below, to the extent based on internal financial forecasts and estimates of management of the Company, were based on certain financial forecasts and other information and data relating to the Company provided to or discussed with Citi by the management of the Company and as further described in the section entitled “—Certain Company Forecasts” beginning on page 33 of this proxy statement. Citi performed its financial

analyses using projected financial and operating results for the Company for the fourth quarter of the calendar year 2019 through calendar year 2028 based on the Company forecasts, which were presented on a fiscal year basis ending December 31 of each year, and as defined and further described in the section entitled “—Certain Company Forecasts” beginning on page 33 of this proxy statement. Approximate implied equity value per share reference ranges reflected in the summaries of the financial analyses described below were rounded to the nearest $0.05.

Comparable Companies Analysis

Citi performed a comparable companies analysis, which is an analysis designed to estimate an implied value of a company through an analysis of the public valuation of similar publicly traded companies. Citi reviewed financial and stock market information of the Company and the comparable publicly traded companies described below, which are collectively referred to as the comparable companies. No publicly traded company is identical to the Company, but these companies were selected because, among other reasons, they possessed certain financial, operational or business characteristics that, in Citi’s view, were sufficiently comparable to those of the Company or otherwise relevant for purposes of comparison.

Citi reviewed, among other information, firm values of the comparable companies, calculated as fully diluted equity values (based on closing stock prices of the comparable companies on November 11, 2019, the last trading date prior to the announcement of the merger) plus net debt and non-controlling interests and less investments in unconsolidated affiliates (as applicable), as a multiple of calendar year 2020 estimated EBITDA. The observed multiples of firm value to calendar year 2020 estimated EBITDA for the Company and the comparable companies ranged from a low of 5.7x to a high of 14.3x, with such multiple for the Company being 9.4x. Based on its professional judgment and experience, and taking into consideration the observed multiples for the comparable companies, Citi then applied a selected range of multiples of firm value to calendar year 2020 estimated EBITDA of 9.4x to 10.0x (representing the multiples for the Company and Eagle Materials Inc., respectively), to calendar year estimated 2020 adjusted EBITDA of the Company to calculate an implied equity value reference range for the Company and on a per share basis based on fully diluted shares outstanding. Financial data of the comparable companies were based on publicly available Wall Street research analysts’ estimates and other publicly available information and calendarized to December year end when necessary. The calendar year 2020 estimated adjusted EBITDA of the Company of $133 million, as well as other financial data, provided by the management of the Company, was used by Citi at the direction of the management of the Company.

The analysis indicated an implied firm value reference range for the Company of approximately $1,242 million to $1,328 million, from which, after taking into account the Company’s fully diluted share count, an assumed net debt position of approximately $141 million and approximately $7 million of investments in unconsolidated affiliates, in each case, based on the Company’s September 30, 2019 balance sheet as provided by management of the Company and filed with the SEC on November 12, 2019, the following approximate equity value per share of the common stock reference range for the Company was derived, as compared to the merger consideration to be received in the merger.

Precedent Transactions Analysis

Citi performed a precedent transactions analysis, which is an analysis designed to estimate an implied value of a company through an analysis of the EBITDA multiples paid in acquisitions of similar companies and businesses.

Citi reviewed, to the extent publicly available, financial information for selected precedent transactions in the building products industry announced between July 2011 and August 2019, which are collectively referred to as the precedent transactions.

The precedent transactions were chosen because they involved companies with financial, operational or business characteristics that, in Citi’s view, made them sufficiently comparable to the Company and/or the transactions contemplated by the merger agreement or otherwise relevant for purposes of comparison. For each of the precedent transactions, Citi calculated the firm value of each target as a multiple of the target’s last twelve months (or LTM) EBITDA as of the time of the announcement of the transaction. The observed multiples for the precedent transactions are set forth in the table below and ranged from 5.7x to 14.1x (with a median of 10.6x).

Based on its professional judgment and experience, and taking into consideration the observed multiples for the precedent transactions, Citi then applied a selected range of firm value / LTM adjusted EBITDA multiples of 9.6x to 11.6x, (representing a range of 1.0x above and 1.0x below the median firm value / LTM adjusted EBITDA multiple of the precedent transactions of 10.6x) to derive an implied equity value per share of the common stock. Financial data of the precedent transactions were based on public filings. Financial data of the Company were based on financial information provided by, and used by Citi at the direction of, the management of the Company.

Citi applied the 9.6x to 11.6x range of firm value / LTM adjusted EBITDA multiples to the Company’s LTM adjusted EBITDA as of September 30, 2019 of $136 million, which was provided by, and used by Citi at the direction of, the management of the Company, indicated an implied firm value reference range for the Company of approximately $1,305 million to $1,577 million, from which, after taking into account the Company’s fully diluted share count, an assumed net debt position of approximately $141 million and approximately $7 million of investments in unconsolidated affiliates, in each case, based on the Company’s September 30, 2019 balance sheet as provided by management of the Company, the following approximate implied equity value per share reference range for the Company was derived, as compared to the merger consideration to be received in the merger:

Discounted Cash Flow Analysis

Citi performed a discounted cash flow analysis of the Company, which is an analysis designed to estimate an implied value of a company by calculating the present value of the estimated future unlevered after-tax cash flows of that company over the projection period and the terminal value of that company at the end of the projection period. Citi performed this analysis using a mid-year discounting convention, as described below.

Citi performed a discounted cash flow analysis of the Company in which Citi calculated the estimated present value (as of September 30, 2019) of the standalone unlevered after-tax free cash flows that the Company was forecasted to generate during the fourth quarter of fiscal year 2019 through fiscal year 2028, provided by the management of the Company and as further described in the section entitled “—Certain Company Forecasts” beginning on page 33 of this proxy statement, and used by Citi at the direction of the management of the Company. For purposes of the discounted cash flow analysis, Citi used the Company’s unlevered after-tax free cash flows, which were computed by taking net operating profit after tax, and adding depreciation and amortization, adjusting for changes in net working capital, and subtracting capital expenditure and other cash flow items. Based on its professional judgment and experience, Citi calculated terminal values for the Company by applying a selected range of perpetuity growth rates of 1.5% to 2.5% to the standalone unlevered after-tax fee cash flows of the Company in a mid-cycle terminal year as directed by the Company. Citi then discounted to present value (as of September 30, 2019) the unlevered after-tax free cash flows and implied estimated terminal value using discount rates ranging from 7.7% to 9.0%, derived from a calculation of the weighted average cost of capital of the Company, which Citi performed utilizing the capital asset pricing model with inputs that Citi determined were relevant based on publicly available data and Citi’s professional judgment, including target capital structure, after-tax cost of debt, unlevered betas for the companies listed in the section entitled “—Comparable Companies Analysis” above, tax rates, the equity market risk premium and yields for U.S. treasury notes. This analysis indicated an implied firm value reference range for the Company of approximately $1,204 million to $1,555 million, from which, after taking into account the Company’s fully diluted share count, an assumed net debt position of approximately $141 million and approximately $7 million of investments in unconsolidated affiliates, in each case, based on the Company’s September 30, 2019 balance sheet as provided by management of the Company, the following approximate implied equity value per share of the common stock reference range for the Company was derived, as compared to the merger consideration to be received in the merger:

premiums of 10.5% to 20.5% (representing a range of 5% above and below the 15.5% median for the selected transactions), approximate implied per share equity value reference ranges for the Company of $36.10 to $38.85 per share and $35.40 to $38.60 per share, respectively.

Miscellaneous

The Company has agreed to pay Citi for its services in connection with the merger an aggregate fee of approximately $22 million, $2 million of which became payable upon delivery of Citi’s opinion, and the remainder of which is contingent upon the consummation of the merger. In addition, the Company agreed to reimburse Citi for certain expenses incurred by Citi in performing its services, and to indemnify Citi and related parties against certain liabilities arising out of Citi’s engagement.

As the Company Board was aware, Citi and its affiliates in the past have provided, and currently provide, services to the Company and/or certain of its affiliates unrelated to the merger, for which services Citi and its affiliates have received and expect to receive compensation, including, without limitation, during the two year period prior to the date of Citi’s opinion, (i) having acted or acting as a lender under certain credit facilities of the Company and/or certain of its affiliates and (ii) having provided or providing services to the Company and/or certain of its affiliates, including cash management and treasury services and corporate portfolio management services. For the services described above for the Company, Citi and its affiliates received aggregate fees of approximately $109,000 during the two-year period prior to the date of Citi’s opinion.

As the Company Board was also aware, Citi and its affiliates in the past have provided, and currently provide, services to Guarantor unrelated to the merger, for which services Citi and its affiliates have received and expect to receive compensation, including, without limitation, during the two year period prior to the date hereof, (i) having acted or acting as joint lead manager for a notes offering of Guarantor, (ii) having acted or acting as a lender under certain credit facilities of Guarantor and (iii) having provided or providing services to Guarantor and/or certain of its affiliates, including treasury and trade solutions services, markets and securities services, and corporate portfolio management services. For the services described above for Guarantor, Citi and its affiliates received aggregate fees of approximately $1.8 million during the two-year period prior to the date of Citi’s opinion.

In the ordinary course of Citi’s business, Citi and its affiliates may actively trade or hold the securities of the Company and Guarantor for its own account or for the account of its customers and, accordingly, may at any time hold a long or short position in such securities. In addition, Citi and its affiliates (including Citigroup Inc. and its affiliates) may maintain relationships with the Company, Guarantor and their respective affiliates.

The Company selected Citi as a financial advisor in connection with the merger based on Citi’s reputation, experience and familiarity with the Company and its business. Citi is an internationally recognized investment banking firm that regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions and other purposes.

Certain Company Forecasts

The Company does not, as a matter of course, prepare or publicly disclose financial forecasts as to future financial performance, earnings or other results and is especially cautious of making financial forecasts due to the unpredictability of the underlying assumptions and estimates. However, in connection with the evaluation of a possible transaction involving the Company, the Company provided certain non-public forecasts that were prepared by our management to Guarantor and to Citi in its capacity as financial advisor to the Company, which we refer to as the “Company forecasts.”

A summary of the Company forecasts is not being included in this document to influence your decision whether to vote for or against the merger agreement proposal, but is being included because the Company forecasts were made available to Guarantor and Citi. The inclusion of this information should not be regarded as an indication that the Company Board or its advisors or any other person considered, or now considers, these forecasts to be material or to be necessarily predictive of actual future results, and these forecasts should not be relied upon as such. The Company forecasts are subjective in many respects. There can be no assurance that the Company forecasts will be realized or that actual results will not be significantly higher or lower than forecasted. Because the forecasts cover multiple years, they become subject to greater uncertainty by their nature with each successive year.

In addition, the Company forecasts were not prepared with a view toward public disclosure or toward complying with generally accepted accounting principles, which we refer to as GAAP, the published guidelines of the SEC regarding projections and the use of non-GAAP measures or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither our independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the financial forecasts contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability.

These forecasts were based on numerous variables and assumptions that are inherently uncertain and may be beyond our control. The forecasts were prepared on the basis that the Company remained an independent, standalone public company, and do not contemplate the merger. We believe the assumptions that our management used as a basis for this projected financial information were reasonable at the time our management prepared these forecasts, given the information our management had at the time. Important factors that may affect actual results and cause these forecasts not to be achieved include, but are not limited to, risks and uncertainties relating to our business (including its ability to achieve strategic goals, objectives and targets over the applicable periods), industry performance, the regulatory environment, general business and economic conditions and other factors described or referenced under “Cautionary Statement Concerning Forward-Looking Information” beginning on page 13 of this proxy statement. In addition, the Company forecasts also reflect assumptions that are subject to change and do not reflect revised prospects for our business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the Company forecasts were prepared. Accordingly, there can be no assurance that these forecasts will be realized or that the Company’s future financial results will not materially vary from these forecasts.

No one has made or makes any representation to any stockholder regarding the information included in the Company forecasts set forth below. Readers of this proxy statement are cautioned not to rely on the projected financial information. Some or all of the assumptions which have been made regarding, among other things, the timing of certain occurrences or impacts, may have changed since the date such forecasts were made. We have not updated and do not intend to update, or otherwise revise, the Company forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions on which such forecasts were based are shown to be in error. We have made no representation to Citi, Parent or merger sub in the merger agreement concerning these forecasts.

The Company forecasts are forward-looking statements. For information on factors that may cause the Company’s future financial results to materially vary, see “Cautionary Statement Concerning Forward-Looking Information” on page 13.

The following is a summary of the Company forecasts prepared by the Company’s management and provided to the Company Board and its advisors:

Financing of the Merger

We estimate that the aggregate amount of cash required to consummate the merger will consist of the approximately $1.4 billion required to pay (i) the merger consideration and to make all payments in respect of the Company Options, the Company RSUs and the Company PRSUs (each as defined under “—Interests of the Company’s Directors and Executive Officers in the Merger”), (ii) certain existing indebtedness of the Company (net of the Company’s cash on hand) and (iii) related fees and expenses. Parent anticipates that the funds needed

by it to complete the merger will be derived from Guarantor’s available cash, cash equivalents, short-term borrowings or existing credit facilities. Neither Parent nor merger sub have any specific alternative financing arrangements or alternative financing plans in connection with the merger.

Certain Effects of the Merger

If the merger agreement proposal receives the required approvals of the stockholders described elsewhere in this proxy statement and the other conditions to the closing of the merger are either satisfied or waived and the merger agreement is not otherwise terminated in accordance with its terms, merger sub will be merged with and into the Company upon the terms set forth in the merger agreement. As the surviving corporation in the merger, the Company will continue to exist following the merger as a wholly owned subsidiary of Parent.

The Company’s Second Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws (the “Bylaws”) will be amended as a result of the merger to be substantially the same as those of merger sub immediately prior to the effective time of the merger (except that the name of merger sub in its certificate of incorporation and bylaws will be changed to that of the Company and such certificate of incorporation and bylaws will include provisions related to indemnification, exculpation and advancement of expenses identical to those set forth in the Second Amended and Restated Certificate of Incorporation and the Bylaws), and the certificate of incorporation and bylaws of the Company as so amended will be the certificate of incorporation and bylaws of the surviving corporation.

Following the merger, all of the common stock will be owned, beneficially and as of record, by Parent, and none of the holders of the common stock will, by virtue of the merger, have any direct ownership interest in, or be a stockholder of, the Company, the surviving corporation, Parent or Guarantor. As a result, the holders of the common stock will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of common stock. Following the merger, Parent will benefit from any increase in the Company’s value and also will bear the risk of any decrease in the Company’s value.

Upon consummation of the merger, each share of common stock issued and outstanding immediately prior to the effective time of the merger (other than shares held in the treasury of the Company or owned by Parent, merger sub or any wholly owned subsidiary of the Company immediately prior to the effective time and dissenting shares, as defined in “The Merger Agreement—Consideration to be Received in the Merger”) will be converted into the right to receive the merger consideration and all shares of common stock so converted will, at the effective time, be canceled. Please see the section of this proxy statement entitled “The Merger Agreement—Consideration to be Received in the Merger.”

For information regarding the effects of the merger on the Company’s outstanding equity awards and the employee stock purchase plan, please see the sections entitled “The Merger Agreement—Treatment of Options,” “The Merger Agreement—Treatment of RSUs,” “The Merger Agreement—Treatment of PRSUs,” “The Merger Agreement—Treatment of the ESPP” and “Interests of the Company’s Directors and Executive Officers in the Merger.”

The common stock is currently registered under the Exchange Act and trades on the NYSE under the symbol “CBPX.” Following the consummation of the merger, shares of common stock will no longer be traded on the NYSE or any other public market. In addition, the registration of the common stock under the Exchange Act will be terminated, and the Company will no longer be required to file periodic and other reports with the SEC with respect to the common stock or otherwise. Following termination of registration of the common stock under the Exchange Act, the Company will no longer be required to furnish the information to the Company’s stockholders and the SEC, and the provisions of the Exchange Act, such as the requirement to file annual and quarterly reports pursuant to Section 13(a) or 15(d) of the Exchange Act, the short-swing trading provisions of Section 16(b) of the Exchange Act and the requirement to furnish a proxy statement in connection with stockholders’ meetings pursuant to Section 14(a) of the Exchange Act, will become inapplicable to the Company. Parent will become the beneficiary of the cost savings associated with the Company’s no longer being subject to the reporting requirements under the federal securities laws.

Effects on the Company if the Merger is not Completed

In the event that the merger agreement proposal does not receive the required approvals of the stockholders described elsewhere in this proxy statement, or if the merger is not completed for any other reason, the Company’s stockholders will not receive any payment for their shares of common stock in connection with the

merger. Instead, the Company expects that its management will operate the Company’s business in a manner similar to that in which it is being operated today and the Company will remain an independent public company, the common stock will continue to be listed and traded on the NYSE, the common stock will continue to be registered under the Exchange Act and the Company’s stockholders will continue to own their shares of the common stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the common stock.

If the merger is not completed, there can be no assurances as to the effect of these risks and opportunities on the future value of your shares of common stock, including the risk that the market price of the common stock may decline to the extent that the current market price of the common stock reflects a market assumption that the merger will be completed. If the merger is not completed, there can be no assurances that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects of the Company will not be adversely impacted or that stockholders will ever receive a control premium for their shares. Pursuant to the merger agreement, under certain circumstances the Company is permitted to terminate the merger agreement in order to enter into an alternative transaction. Please see the section of this proxy statement entitled “The Merger Agreement—Termination of the Merger Agreement.”

Under certain circumstances, if the merger is not completed, the Company may be obligated to pay to Parent a termination fee. Please see the section of this proxy statement entitled “The Merger Agreement—Termination Fees and Expenses.”

Interests of the Company’s Directors and Executive Officers in the Merger

The Company’s directors and executive officers have interests in the merger that are in addition to, or different from, the interests of other stockholders. The Company Board was aware of these interests and considered them, among other matters, in evaluating and approving the merger agreement and the merger, and in recommending the approval of the merger agreement proposal, the non-binding named executive officer compensation proposal, and the adjournment proposal to the Company’s stockholders. These interests are described in further detail below.

Certain of the Company’s directors and executive officers hold stock options to purchase shares of common stock (the “Company Options”), restricted stock units with respect to shares of common stock (the “Company RSUs”) and performance restricted stock units with respect to shares of common stock (the “Company PRSUs”). For details on these holdings, see “the “Named Executive Officer Merger-Related Compensation” table below.

Treatment of Options

In connection with the completion of the merger and subject to the terms of the merger agreement, each Company Option that is outstanding immediately prior to the effective time (whether vested or unvested) will be canceled in exchange for a cash payment of $37.00 per share subject to such option less the applicable per share exercise price (net of tax withholdings). If the exercise price per share of a Company Option is equal to or greater than $37.00 per share, such Company Option will be canceled for no consideration.

As of December 4, 2019, the Company’s executive officers held an aggregate of 22,500 Company Options with a weighted average exercise price of $14.00 per share, and the Company’s non-employee directors held an aggregate of 7,500 Company Options.

Treatment of RSUs

In connection with the completion of the merger and subject to the terms of the merger agreement, each Company RSU will be treated as follows:

multiplying the number of shares of common stock subject to such Company RSU by $37.00. The Converted RSUs will thereafter continue to vest in accordance with the terms of the applicable grant agreements and will be settled in cash subject to vesting.

As of December 4, 2019, the Company’s executive officers held an aggregate of 115,416 Company RSUs granted prior to November 12, 2019 and no Company RSUs granted on or after November 12, 2019, and the Company’s non-employee directors held an aggregate of 17,100 Company RSUs.

Treatment of PRSUs

In connection with the completion of the merger and subject to the terms of the merger agreement, immediately prior to the effective time, each then-outstanding Company PRSU (whether vested or unvested) will be canceled in exchange for a cash payment of $37.00 per share of common stock subject to such Company PRSU, with the number of shares subject to such Company PRSU determined assuming achievement of the applicable performance goals under such Company PRSU at the target level of attainment (net of tax withholdings).

As of December 4, 2019, the Company’s executive officers held an aggregate of 130,527 Company PRSUs. None of the Company’s non-employee directors hold any Company PRSUs.

Estimate of Amounts Payable for the Company Option, Company RSU and Company PRSU Cash Out Amounts

If the effective time occurred on December 4, 2019, the aggregate Company Option cash out amount, Company RSU cash out amount and Company PRSU cash out amount that would be payable to the Company’s executive officers would have been $9,798,651, and the aggregate Company Option and Company RSU cash out amount that would be payable to the Company’s non-employee directors would have been $629,280. For information on the amounts that would have been payable to each of the Company’s named executive officers in respect of their Company Options, Company RSUs and Company PRSUs, see the “Named Executive Officer Merger-Related Compensation” table below.

Executive Severance and Change in Control Plan

The Company maintains the Continental Building Products, Inc. Amended and Restated Executive Severance and Change in Control Plan (the “Severance Plan”), under which certain of the Company’s executive officers are entitled to certain payments and benefits in the event of a termination without cause (“Cause”) or resignation with good reason (“Good Reason”) in connection with a change in control. The completion of the merger will constitute a change in control under the Severance Plan.

The Severance Plan defines Cause as a participant’s (a) willful and continued failure to substantially perform assigned duties for the Company (other than any such failure resulting from the participant's disability) if such failure to perform is not fully cured by the participant within 10 days after he or she receives written notice of such failure from the Company; (b) gross misconduct which is materially and demonstrably injurious to the Company; (c) willful violation of any of the covenants contained in Article 8 of the Severance Plan (which includes confidentiality, non-competition, non-solicitation of employees, non-piracy of Company customers and prospective customers, non-interference with business contacts, assignment of intellectual property rights and non-disparagement covenants); (d) conviction of, or plea of nolo contendere, to (i) a felony or (ii) any other crime which, in the reasonable opinion of the Company, could adversely affect the business or reputation of the Company; (e) commission of an act of misappropriation, fraud, embezzlement, or material breach of fiduciary duty to the Company; or (f) a material violation of the Company’s code of conduct or any other policy of the Company that applies to the participant.

The Severance Plan defines Good Reason as any of the following to which a participant has not consented in writing: (a) a material diminution in the participant’s base salary; (b) a material diminution in the participant's authority, duties, or responsibilities; (c) the relocation of the participant to a facility or a location more than 50 miles from the participant’s principal business location at which the participant must perform services for the Company; or (d) any other action or inaction that constitutes a material breach of the terms of the Severance Plan; provided however, that such events will not constitute grounds for Good Reason termination unless such participant has provided notice to the Company of the existence of one or more of the above conditions within 90 days of its initial existence, the Company has been provided 30 days to remedy the condition, and such participant terminates his or her employment with the Company within 90 days following the expiration of such cure period to the extent the condition remains uncured.

In the event that a participating executive officer were terminated without Cause or resigned for Good Reason within 24 months following the closing of the merger, then, in addition to previously accrued obligations, the executive officer would be entitled to receive:

Payments for previously accrued obligations are to be made within 30 days following the date of termination. Payments for severance are to be made within 60 days following the date of termination. The pro-rated annual bonus is payable at the same time annual bonuses are paid to other senior executives of the Company. All payments under the Severance Plan are subject to reduction in the event that such payments, when combined with all other payments and benefits to be provided to the executive, would result in the imposition of an excise tax under Section 4999 of the Internal Revenue Code, and the net after-tax amount to be received by the executive would be less than had the payments been reduced so as to avoid imposition of the excise tax.

Any payments under the Severance Plan are conditioned upon (1) the executive’s execution of a separation agreement including a general release of claims, and (2) the executive’s compliance with confidentiality, non-competition, non-solicitation, intellectual property and non-disparagement covenants contained in the Severance Plan.

The aggregate value of the severance payments and benefits described above that would be paid or become payable to the Company’s participating executive officers under the Severance Plan if the effective time of the merger occurred on January 31, 2020 and they all experienced a qualifying termination of employment at such time would have been $14,628,956. For information on the amounts that would have been payable to each of the Company’s named executive officers under the Severance Plan had the merger closed on December 4, 2019 and had they experienced a qualifying termination on such date, see the “Named Executive Officer Merger-Related Compensation” table below.

Retention Bonuses

On December 3, 2019, the Compensation Committee of the Company Board, and in the case of the President and CEO, the independent members of the Company Board, approved the payment of retention bonuses to certain employees, including each of the Company’s executive officers. One-half of each retention bonus amount will be paid on the closing date of the merger provided that the individual is still employed by the Company or its subsidiaries on such date, and the other half will be paid on the three-month anniversary of the closing date provided that the employee is still employed by Parent or its subsidiaries on such date.

The aggregate amount of retention bonuses granted to the Company’s executive officers as of December 4, 2019 was $1,436,100.

Board of Directors and Management Following the Merger

At the effective time, the directors of merger sub will be the directors of the surviving corporation and the officers of the Company immediately prior to the effective time will be the officers of the surviving corporation, in each case, until the earlier of their resignation or removal or until their successors are duly elected and qualified, subject to the surviving corporation’s certificate of incorporation and bylaws and the DGCL.

Indemnification, Exculpation and Insurance

Under the merger agreement, Parent agreed that the Company’s current and former directors and officers will be indemnified and held harmless for six years following the effective time, and will be entitled to the advancement of expenses, to the fullest extent permitted under applicable law and the Company Charter and Company Bylaws

as in effect on November 12, 2019 for acts or omissions occurring at or prior to the effective time. In addition, at or prior to the effective time, the Company will, or if the Company is unable to, Parent will, cause the surviving corporation to obtain and pay the premium for a six year prepaid non-cancelable “tail policy” providing directors’ and officers’ liability insurance on terms that are no less favorable than the coverage provided under the Company’s existing policies, with respect to matters arising at or prior to the effective time (subject to a 300% cap on the cost of such insurance as compared to premiums paid in the 2018 fiscal year). For more information, see “The Merger Agreement—Indemnification, Exculpation and Insurance.”

New Arrangements

As of the date of this proxy statement, none of the Company’s directors or executive officers have entered into any amendments or modifications to their existing or any new employment, compensation or other agreements or arrangements with the Company in connection with the merger, nor have they entered into any such agreements or arrangements with Parent or its affiliates. The merger is not conditioned upon any director or executive officer of the Company entering into any such agreements or arrangements.

It is possible that the Company’s employees, including executive officers, will enter into new compensation arrangements with Parent or its affiliates. Such arrangements may include agreements regarding future terms of employment or the right to receive retention awards. As of the date of this proxy statement, no compensation arrangements between such persons and Parent and/or its affiliates have been established or discussed with any of the Company’s employees.

Post-Closing Compensation and Employee Benefits

The merger agreement provides that Parent will provide, or cause the surviving corporation to provide, to any continuing employee, the compensation and benefits described under “The Merger Agreement—Employment and Employee Benefits Matters; Other Plans.”

Any amounts shown in the tables above that are subject to the golden parachute excise tax under Section 4999 of the Code (as defined below) may be subject to reduction to the extent such reduction would result in the named executive officer retaining a greater after-tax amount of such payment.

Certain U.S. Federal Income Tax Consequences of the Merger

The following is a summary of certain U.S. federal income tax consequences of the merger to U.S. holders and non-U.S. holders (each as defined below) of common stock who hold their stock as a capital asset within the meaning of section 1221 of the Internal Revenue Code of 1986, which we refer to as the Code. This summary is based on the Code, the U.S. Treasury Department regulations issued under the Code, which we refer to as the Treasury Regulations, and administrative rulings and court decisions in effect as of the date of this proxy statement, all of which are subject to change at any time, possibly with retroactive effect. This summary is not binding on the Internal Revenue Service, which we refer to as the IRS, or a court and there can be no assurance that the tax consequences described in this summary will not be challenged by the IRS or that they would be sustained by a court if so challenged. No ruling has been or will be sought from the IRS, and no opinion of counsel has been or will be rendered, as to the U.S. federal income tax consequences of the merger.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of common stock that is for U.S. federal income tax purposes (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of

which is includible in gross income for U.S. federal income tax purposes regardless of its source or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (B) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes. A “non-U.S. holder” means a beneficial owner of common stock that is neither a U.S. holder nor a partnership for U.S. federal income tax purposes.

This summary is not a complete description of all of the U.S. federal income tax consequences of the merger and, in particular, may not address U.S. federal income tax considerations applicable to holders of common stock who are subject to special treatment under U.S. federal income tax law including, for example, partnerships (or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) and partners therein, financial institutions, dealers in securities, insurance companies, tax-exempt entities, mutual funds, real estate investment trusts, personal holding companies, regulated investment companies, securities or currency dealers, traders in securities who elect to use the mark-to-market method of accounting, non-U.S. holders that hold, directly or constructively (or that held, directly or constructively, at any time during the five-year period ending on the date of the merger), 5% or more of the outstanding common stock, tax-exempt investors, S corporations, holders whose functional currency is not the U.S. dollar, tax-deferred or other retirement accounts, U.S. expatriates, former long-term residents of the United States, holders who acquired common stock pursuant to the exercise of an employee stock option or right or otherwise as compensation, and holders who hold common stock as part of a hedge, straddle, constructive sale, conversion transaction, or other integrated investment. Also, this summary does not address U.S. federal income tax considerations applicable to a holder of common stock who exercises appraisal rights under DGCL. In addition, no information is provided with respect to the tax consequences of the merger under any U.S. federal law other than income tax laws (including, for example the U.S. federal estate, gift, Medicare, and alternative minimum tax laws), or any applicable state, local, or foreign tax laws. This summary does not address the tax consequences of any transaction other than the merger.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds common stock, the tax treatment of a partner in such a partnership generally will depend on the status of the partner and the activities of the partnership. Any entity treated as a partnership for U.S. federal income tax purposes that holds common stock, and any partners in such partnership, should consult their own independent tax advisors regarding the tax consequences of the merger to their specific circumstances.

The tax consequences of the merger will depend on a holder’s specific situation. Holders should consult their tax advisor as to the tax consequences of the merger relevant to their particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local, non-U.S. or other tax laws and of changes in those laws.

Tax Consequences to U.S. Holders

The receipt of cash by U.S. holders in exchange for shares of common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder who receives cash in exchange for shares of common stock pursuant to the merger will recognize capital gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received in the merger and (ii) the U.S. holder’s adjusted tax basis in its common stock exchanged therefor.

A U.S. holder’s adjusted tax basis in its shares of common stock will generally equal the price the U.S. holder paid for such shares. If a U.S. holder’s holding period in the shares of common stock surrendered in the merger is greater than one year as of the date of the merger, the gain or loss will be long-term capital gain or loss. Long-term capital gains of certain non-corporate holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of a capital loss recognized on the exchange is subject to limitations. If a U.S. holder acquired different blocks of common stock at different times or different prices, such U.S. holder must determine its adjusted tax basis and holding period separately with respect to each block of common stock.

Tax Consequences to Non-U.S. Holders

Payments made to a non-U.S. holder in exchange for shares of common stock pursuant to the merger generally will not be subject to U.S. federal income tax unless:

Information Reporting and Backup Withholding

Payments of cash to a U.S. holder of common stock pursuant to the merger may, under certain circumstances, be subject to information reporting and backup withholding, unless the holder provides proof of an applicable exemption or furnishes its taxpayer identification number, and otherwise complies with all applicable requirements of the backup withholding rules. Certain holders (such as corporations and non-U.S. holders) are exempt from backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a holder’s U.S. federal income tax liability, if any, provided that such holder furnishes the required information to the IRS in a timely manner. Non-U.S. holders may be required to comply with certification requirements and identification procedures in order to establish an exemption from information reporting and backup withholding.

Holders of common stock are strongly urged to consult their own tax advisors with respect to the tax consequences of the merger in their particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local, non-U.S. or other tax laws and of changes in those laws.

Litigation Related to the Merger

As of the date of this proxy statement, no stockholder litigation related to the merger agreement has been brought against the Company or any members of the Company Board.

Regulatory Approvals

Under the terms of the merger agreement, the merger cannot be completed until any applicable waiting period (and any extension thereof) applicable to the consummation of the merger under the HSR Act has expired or been terminated.

Under the HSR Act and the rules promulgated thereunder by the Federal Trade Commission (the “FTC”), the merger cannot be completed until each of the Company and Parent files a notification and report form with the FTC and the Antitrust Division of the Department of Justice (the “DOJ”) under the HSR Act and the applicable waiting period has expired or been terminated. Each of the Company and Parent filed such a notification and report form on November 26, 2019.

At any time before or after consummation of the merger, notwithstanding the termination of the waiting period under the HSR Act, the Antitrust Division of the DOJ or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger, or part of it, seeking divestiture of substantial assets of the Company or Parent, requiring the Company or Parent to license, or hold separate, assets or terminating existing relationships and contractual rights. At any time before or after the completion of the merger, and notwithstanding the termination of the waiting period under the HSR Act, any state could take such action under state law or the antitrust laws of the United States, as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of the Company or Parent. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

In Canada, the Company has only limited sales and assets, which are below the threshold where pre-merger notification filing would be required. In theory, even without a filing, under Canadian law, the merger could be reviewed for up to one year after closing.

THE MERGER AGREEMENT

The following discussion sets forth the principal terms of the Agreement and Plan of Merger, which is referred to as the merger agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated by reference herein. The rights and obligations of the parties are governed by the express terms and conditions of the merger agreement and not by this discussion, which is summary by nature. This discussion is not complete and is qualified in its entirety by reference to the complete text of the merger agreement. You are urged to read the merger agreement carefully in its entirety, as well as this proxy statement, before making any decisions regarding the merger.

The Merger

Upon the terms and conditions of the merger agreement and in accordance with the DGCL, at the effective time, merger sub will merge with and into the Company. Following the merger, the separate corporate existence of merger sub will cease, and the Company will continue as the surviving corporation in the merger as a wholly owned subsidiary of Parent.

Closing and Effective Time of the Merger

The closing of the merger will occur at 10:00 a.m., Eastern time, on the second business day following the satisfaction or waiver of all of the conditions described under “—Conditions to Completion of the Merger” (other than those conditions that by their nature are to be satisfied or waived at the closing, but subject to the satisfaction or waiver of such conditions), or at such other place or date as may be agreed in writing by Parent and the Company. The date on which the closing actually occurs is referred to in this proxy statement as the “closing date.” The merger will become effective at such time as the parties file a certificate of merger with the Delaware Secretary of State (or at such later time as Parent and the Company may agree in writing and is specified in the certificate of merger).

Directors and Officers

At the effective time, the directors of merger sub immediately prior to the effective time will be the directors the surviving corporation and the officers of the Company immediately prior to the effective time will be the officers of the surviving corporation, in each case until the earlier of their resignation or removal or until their successors are duly elected and qualified, subject to the surviving corporation’s certificate of incorporation and bylaws and the DGCL.

Consideration to be Received in the Merger

Common Stock. At the effective time, each share of common stock issued and outstanding immediately prior to the effective time (other than (i) shares of common stock held in the treasury of the Company or owned, directly or indirectly, by Parent, merger sub or any wholly-owned subsidiary of the Company immediately prior to the effective time (collectively, the “excluded shares”) and (ii) any shares of common stock issued and outstanding immediately prior to the effective time that are held by any holder who is entitled to demand and properly demands appraisal of such common stock pursuant to, and that complies in all respects with, section 262 of the DGCL (the “dissenting shares”)) will be converted automatically into the right to receive $37.00 in cash (the “merger consideration”). As of the effective time, all shares of common stock will no longer be outstanding and will automatically be canceled and cease to exist, and will only represent the right to receive the merger consideration, without interest. All excluded shares will be automatically canceled and will cease to exist, and no consideration will be delivered in exchange therefor. Additionally, any share of common stock of merger sub issued and outstanding immediately prior to the effective time will be converted into and become one validly issued, fully paid and non-assessable share of common stock of the surviving corporation.

Dissenting Shares. A holder of common stock may exercise appraisal rights available under Section 262 of the DGCL, which is included with this proxy statement as Annex C. The shares of common stock held by holders who have properly exercised appraisal rights will not be converted into the right to receive the merger consideration, but will instead be entitled to such rights as are granted by Section 262 of the DGCL.

Payment for the Common Stock

Parent will appoint a paying agent reasonably acceptable to the Company (the “paying agent”) for the payment and delivery of the merger consideration to stockholders of the Company and will deposit cash with the paying agent in an amount sufficient to pay the merger consideration payable to such holders (such cash, the “payment fund”).

If your shares of common stock are held in “street name” in an account at a broker, in nominee name or otherwise, shortly after the effective time, you will receive instructions from your broker or other nominee as to how to effect the surrender of such shares in exchange for the merger consideration.

If you are a holder of record of common stock, you will not be entitled to receive the merger consideration until you deliver a duly completed and executed letter of transmittal to the paying agent. If your shares are certificated, you must also surrender your stock certificates to the paying agent.

Promptly after the effective time, but no later than two business days after the effective time, the surviving corporation will cause the paying agent to mail to each holder of record of an outstanding certificate or outstanding certificates that immediately prior to the effective time represented outstanding shares of common stock that were converted into the right to receive the merger consideration a form of letter of transmittal and instructions for use in effecting the surrender of such certificates in exchange for the merger consideration. Upon surrender of a certificate to the paying agent with a duly completed and validly executed letter of transmittal, the holder of such certificate will be entitled to receive the merger consideration in exchange for each share of common stock formerly represented by the certificate, and the certificate will be canceled.

Promptly after the effective time, but no later than two business days after the effective time, the paying agent will issue and deliver to each holder of uncertificated shares of common stock represented by book entry (“book-entry shares”) a check or wire transfer for the merger consideration the holder is entitled to receive in exchange for such book-entry shares, and the book-entry shares of common stock will then be canceled. However, with respect to shares of common stock held by The Depository Trust Company (“DTC”), if the closing of the merger occurs at or prior to 11:30 a.m., Eastern time, on the closing date, the paying agent will transmit to DTC an amount in cash in immediately available funds equal to the number of shares of common stock held of record by DTC immediately prior to the effective time of the merger multiplied by the merger consideration (the “DTC payment”). If the closing of the merger occurs after 11:30 a.m., Eastern time, on the closing date, the paying agent will transmit the DTC payment to DTC on the first business day after the closing date. No holder of book-entry shares will be required to deliver a certificate or an executed letter of transmittal, “agent’s message” or other documents to the paying agent.

No interest will be paid or accrued for the benefit of holders of certificates or book-entry shares on the merger consideration.

If the merger consideration is to be paid to someone other than the person in whose name the surrendered stock certificate representing common stock or book-entry share is registered, such stock certificate must be properly endorsed or otherwise in proper form for transfer or such book-entry share must be properly transferred, and all applicable taxes must be paid by the person requesting payment.

Until surrendered in the manner described above, each certificate representing common stock or book-entry share will represent only the right to receive the merger consideration, without interest.

At the effective time, the stock transfer books of the Company will be closed and there will be no further registration of transfers of the shares of common stock that were outstanding prior to the effective time. If, after the effective time, certificates representing common stock are presented to the surviving corporation or paying agent for transfer or transfer is sought for book-entry shares, such certificates or book-entry shares will be canceled and exchanged in accordance with the procedures described above, subject to applicable law in the case of dissenting shares.

The paying agent will invest any cash deposited in the amount of cash sufficient to pay the aggregate merger consideration in accordance with the merger agreement as directed by Parent, but no such investment or losses thereon will affect the merger consideration. Any interest or other income resulting from such investments will be paid to Guarantor, Parent or the surviving company, as directed by Parent.

Any portion of the payment fund that remains unclaimed by former holders of common stock for a period of 12 months after the effective time will be delivered to Parent, Guarantor or the surviving corporation. Holders of common stock who have not complied with the procedures described in the merger agreement may look only to Parent and the surviving corporation as general creditors for the payment of the merger consideration (subject to abandoned property, escheat or other similar laws), without interest.

Lost, Stolen or Destroyed Certificates

If a certificate representing shares of common stock has been lost, stolen or destroyed, the paying agent may still deliver merger consideration to the holder claiming such certificate to be lost, stolen or destroyed, if such holder complies with the replacement requirements established by the paying agent, including, if necessary or otherwise requested by Parent, the making by such holder of an indemnity against any claim that may be made against Parent or the surviving corporation with respect to such certificate.

Treatment of Options

In connection with the completion of the merger and subject to the terms of the merger agreement, each Company Option that is outstanding immediately prior to the effective time (whether vested or unvested) will be canceled in exchange for a cash payment of $37.00 per share subject to such option less the applicable per share exercise price (net of tax withholdings). If the exercise price per share of a Company Option is equal to or greater than $37.00 per share, such Company Option will be canceled for no consideration.

Treatment of RSUs

In connection with the completion of the merger and subject to the terms of the merger agreement, each Company RSU will be treated as follows:

Treatment of PRSUs

In connection with the completion of the merger and subject to the terms of the merger agreement, immediately prior to the effective time, each then-outstanding Company PRSU (whether vested or unvested) will be canceled in exchange for a cash payment of $37.00 per share of common stock subject to such Company PRSU, with the number of shares subject to such Company PRSU determined assuming achievement of the applicable performance goals under such Company PRSU at the target level of attainment (net of tax withholdings).

Treatment of the ESPP

The merger agreement provides that, with respect to the Company’s Employee Stock Purchase Plan (the “Company ESPP”), the Company will take all actions reasonably necessary to terminate the Company ESPP immediately prior to the effective time. No offering period is currently open under the Company ESPP, and the Company will not start any new offering period under the Company ESPP.

Except as set forth above, all Company Options, Company RSUs, Company PRSUs, rights under the Company ESPP and any equity compensation plans of the Company will terminate as of the effective time, and, following the effective time, no holder of any Company Option, Company RSU or Company PRSU or any participant in the Company ESPP or any other equity compensation plan of the Company will have any right to acquire any equity securities of the Company, its subsidiaries, or the surviving corporation as a result of such holder’s Company Options, Company RSUs, Company PRSUs or other rights under any of the Company’s equity compensation plans.

Representations and Warranties

The merger agreement contains representations and warranties made by the Company to Parent and merger sub and representations and warranties made by Parent and merger sub to the Company. The assertions embodied in those representations and warranties were made solely for purposes of the merger agreement (and solely for the benefit of the parties thereto), were not made to stockholders of the Company, were made only as of specific dates and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the merger agreement. The assertions embodied in the Company’s representations and warranties are qualified by information contained in a confidential disclosure letter that the Company provided to Parent and merger sub in connection with the merger agreement (the “disclosure letter”), were made for the purpose of allocating contractual risk between the parties instead of establishing matters of facts and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. None of the representations and warranties will survive the closing of the merger, and, therefore, they will have no legal effect under the merger agreement after the effective time. Additionally, certain of the assertions embodied in the parties’ representations and warranties are qualified by information disclosed in documents publicly filed by the parties with the SEC. Accordingly, the Company stockholders and other investors should not rely on representations and warranties as characterizations of the actual state of facts or circumstances. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the merger agreement, which subsequent information may or may not be reflected in the parties’ public disclosures. For the foregoing reasons, you should not rely on the representations and warranties contained in the merger agreement as statements of fact. This description of the representations and warranties is included to provide the Company stockholders with information regarding the terms of the merger agreement. The representations and warranties in the merger agreement and the description of them in this proxy statement should be read in conjunction with the other information contained in the reports, statements and filings the parties publicly file with the SEC. See the section entitled “Where You Can Find Additional Information.”

In the merger agreement, the Company, Parent and merger sub made a number of representations and warranties to each other. The parties each made representations and warranties relating to, among other things:

In addition to the foregoing, the merger agreement contains representations and warranties made by the Company to Parent and merger sub, including regarding:

In addition, the merger agreement contains representations and warranties made by Parent and merger sub to the Company regarding the production capacity of each manufacturing facility owned by Parent as of November 12, 2019, the absence of ownership of the common stock, and the availability of sufficient funds to consummate the transactions contemplated by the merger agreement.

A “material adverse effect” is defined with respect to the Company as any event, change, condition, state of facts, circumstance, occurrence or effect that, individually or in the aggregate, (i) has or would reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities or results of operations of the Company and its subsidiaries, taken as a whole, or (ii) would prevent, materially impair, or materially delay the performance by the Company of, or has or would have a material adverse effect on the ability of the Company to perform, its obligations under the merger agreement.

The definition of “material adverse effect” in clause (i) immediately above excludes any event, change, condition, state of facts, circumstance, occurrence or effect to the extent arising out of or resulting from:

The exclusions described in the first three bullets and the sixth bullet in the immediately preceding list will be taken into account in determining the occurrence of a material adverse effect to the extent they disproportionately impact the Company and its subsidiaries, taken as a whole, relative to other parties operating in the industries in which the Company and its subsidiaries operate.

A “material adverse effect” is defined with respect to Parent as any event, change, occurrence, circumstance or effect that would prevent, materially delay or materially impede the performance by Guarantor, Parent or merger sub of its obligations under the merger agreement or the consummation of the merger or any of the other transactions contemplated by the merger agreement.

Conduct of Business Pending the Merger

From the date of the merger agreement until the effective time, except as required by the merger agreement, as disclosed in the disclosure letter, as required by applicable law, or as Parent has otherwise consented to in writing, the Company has agreed that it will, and will cause each of its subsidiaries to, conduct its business in the ordinary course of business, and use its reasonable best efforts to preserve substantially intact its business organization and to preserve in all material respects its present relationships with governmental entities, customers, suppliers and other persons with which it has material business relations.

In addition, during such period, except as required by the merger agreement, as disclosed in the disclosure letter, as required by applicable law or as Parent has otherwise consented to in writing, neither the Company nor any of its subsidiaries will:

interests, except in connection with the due exercise, settlement or vesting of Company Options, Company RSUs or Company PRSUs in each case, that are outstanding as of the date of the merger agreement, in accordance with the terms of any Company benefit plan, and as required by any Company benefit plan in effect on the date of the merger agreement;

certain executive officers on December 4, 2019, described in more detail in “—Employment and Employee Benefits Matters; Other Plans” and “Interests of the Company’s Directors and Executive Officers in the Merger—Retention Bonuses” or (iv) accelerate the time of vesting or payment of any award under any benefit plan or otherwise;

No Solicitation; Recommendations of the Merger

In the merger agreement, the Company has agreed that neither it nor any of its subsidiaries will, and that it will use its reasonable best efforts to cause its and their respective representatives not to:

The Company agreed further that it would immediately (i) cease and cause to be terminated any existing activities, discussions or negotiations with any person with respect to any acquisition proposal, (ii) terminate access by any other person and its representatives to any physical or electronic data room or other access to data or information by the Company or any of its subsidiaries, in each case, relating to or in connection with, any acquisition proposal or any transaction of the type described in the definition of acquisition proposal, (iii) request the prompt return or destruction of all non-public information provided to any other person or its representatives in the 12 months immediately preceding the date of the merger agreement in connection with any inquiry, expression of interest, proposal, offer or request for information that would reasonably be expected to result in an acquisition proposal and (iv) enforce, and not waive or modify, the provisions of any confidentiality or non-disclosure agreement entered into with respect to any acquisition proposal or any potential transaction of the type described in the definition of acquisition proposal (except for any standstill provision in such confidentiality or non-disclosure agreement). Any breach of these agreements by the Company’s representatives or subsidiaries will be considered a breach by the Company under the merger agreement.

However, if at any time following the date of the merger agreement and prior to obtaining the stockholder approval, the Company receives an unsolicited bona fide written acquisition proposal that is not withdrawn and did not result from a material breach of the non-solicitation agreements described above, and the Company Board determines in good faith following consultation with its outside legal counsel and financial advisor (i) that the acquisition proposal constitutes or would reasonably be expected to lead to a superior proposal (as defined below) and (ii) that the failure to furnish information to the person making the acquisition proposal and participate in discussions and negotiations with such person and its representatives regarding the acquisition proposal would reasonably be expected to be inconsistent with the Company Board’s exercise of its fiduciary duties under applicable law, then the Company may:

If the Company has made the determination described above, the merger agreement requires the Company to (i) promptly (and in any event within 24 hours of receipt) provide or make available to Parent any non-public information or data provided to or made available to the person making the acquisition proposal or its representatives that was not previously provided or made available to Parent and (ii) give Parent written notice of its determination prior to furnishing any applicable information or engaging in discussions or negotiations. In addition, if the Company enters into an acceptable confidentiality agreement without a standstill or waives an existing standstill, the merger agreement requires the Company Board to also waive the standstill provisions in the confidentiality agreement with Parent.

In the merger agreement, the Company has also agreed that neither the Company Board nor any committee of the Company Board will:

However, at any time prior to obtaining stockholder approval, the Company Board may do the following:

The merger agreement provides that prior to the Company making an adverse recommendation change or terminating the merger agreement to enter into a definitive agreement with respect to a superior proposal, (i) the Company must notify Parent in writing at least five business days before taking any such intended action, which notice must specify the reasons for such action, including, if related to a superior proposal, the terms of such superior proposal and certain relevant documents and materials related to the superior proposal (with any amendment to the financial terms or any other material term of the superior proposal requiring a new written notice by the Company and a new five business day period), and (ii) if Parent makes a proposal during such five business day period to adjust the terms and conditions of the merger agreement, the Company Board, after taking into consideration the adjusted terms and conditions of the merger agreement as proposed by Parent, must continue to determine in good faith (after consultation with outside counsel and its financial advisor) that such superior proposal continues to be a superior proposal (if applicable) and, in any event, that the failure to make an adverse recommendation change or terminate the merger agreement, as applicable, would be reasonably be expected to be inconsistent with the exercise of its fiduciary duties under applicable law.

The merger agreement further provides that during the five business day period prior to the Company effecting an adverse recommendation change or terminating the merger agreement as referred to above, it will, and will cause its representatives to, negotiate with Parent in good faith (to the extent Parent seeks to negotiate) regarding any revisions to the terms and conditions of the merger agreement proposed by Parent.

The merger agreement also provides that, in addition to the obligations set forth above, the Company must promptly (and in any event within 24 hours of receipt) advise Parent in the event it receives an acquisition proposal, any request for information relating to the Company or its subsidiaries (other than requests for information not reasonably expected to be related to an acquisition proposal), and any inquiry, request for

discussion or negotiation or expression of interest, proposal or offer regarding or that otherwise would reasonably be expected to lead to an acquisition proposal, including in each case the identity of the person making the acquisition proposal, inquiry, expression of interest, proposal, offer or request and the material terms and conditions of any the acquisition proposal, inquiry, expression of interest, proposal, offer or request, copies of any material documentation and a written summary of any oral inquiry, expression of interest, proposal, offer or request. The merger agreement also requires the Company to keep Parent reasonably informed in writing on a reasonably current basis of any material changes to the terms of any such acquisition proposal (including providing Parent a notification in writing within 24 hours following any applicable determinations by the Company Board or any material change to the terms of any such acquisition proposal) and any material discussions and negotiations concerning the material terms and conditions of such acquisition proposal, and provide to Parent as soon as practicable (and in any event within 24 hours after receipt) of any written indication of interest (or amendment thereto) or any written material received in connection with the acquisition proposal (or amendment thereto) including copies of any proposed definitive acquisition agreement concerning such acquisition proposal (including any drafts thereof) and drafts of any other material documentation.

The term “acquisition proposal” means any inquiry, proposal, expression of interest or offer from any person or group of persons other than Parent or one of its subsidiaries that relates to or would reasonably be expected to lead to (i) a merger, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution, joint venture, sale of equity interests or assets, tender offer, exchange offer or other transaction or any combination of any of the foregoing (including any single- or multi-step transaction) involving the Company or any of its subsidiaries and 20% or more of the net revenues, net income or assets of the Company and its subsidiaries, taken as a whole (for the 12-month period ending on the last day of the Company’s most recently completed fiscal quarter) or (ii) the acquisition (or, in the case of equity securities, issuance) in any manner, directly or indirectly (including the acquisition of beneficial ownership), of 20% or more of the equity securities or consolidated total assets of the Company, in each case other than the merger.

The term “intervening event” means any material development or material change in circumstances (other than in connection with an acquisition proposal or superior proposal) that occurs or arises after the date of the merger agreement that was not known and not reasonably foreseeable by the Company Board as of the date of the merger agreement.

The term “superior proposal” means any bona fide written unsolicited acquisition proposal (i) on terms that the Company Board determines in good faith, after consultation with the Company’s outside legal counsel and financial advisors, to be more favorable from a financial point of view to the holders of shares of common stock than the merger, taking into account all the terms and conditions of such acquisition proposal, and the merger agreement (including any changes to the merger agreement proposed by Parent) and (ii) that the Company Board believes is reasonably capable of being completed, in the case of each of clause (i) and (ii), taking into account all financial, regulatory, legal and other aspects of such acquisition proposal, except that for purposes of the definition of “superior proposal,” the references to “20%” in the definition of acquisition proposal will be deemed to be references to “50%.”

Preparation of Proxy Statement; Stockholders’ Meeting

Under the merger agreement, the Company agreed to prepare and file this proxy statement with the SEC as promptly as reasonably practicable after the date of the merger agreement and in any event, within 20 business days. The Company agreed to allow Parent and its counsel the opportunity to review and comment on the proxy statement and its responses to any related comments from the SEC, and agreed to use commercially reasonable efforts to have the proxy statement cleared by the SEC as promptly as reasonably practicable after their filing.

The Company also agreed that it would hold a special meeting of stockholders for the purposes of obtaining the stockholder approval required for the merger as promptly as reasonably practicable after the proxy statement is cleared by the SEC for mailing to the Company’s stockholders (unless otherwise agreed by Parent and the Company in writing). Except in the case of an adverse recommendation change, the Company, through the Company Board, agreed to recommend to its stockholders that they adopt the merger agreement and the transactions contemplated thereby, include such recommendation in the proxy statement and solicit proxies in favor of the adoption of the merger agreement in accordance with applicable law and use commercially

reasonable efforts to obtain the stockholder approval. The Company agreed to comply with all legal requirements applicable to the special meeting, and keep Parent informed on a reasonably current basis regarding its solicitation efforts and voting results following the mailing of this proxy statement to the Company’s stockholders.

Subject to applicable laws, Parent and the Company have the right to review and discuss with one another in advance, and each of Parent and the Company must consider each other’s good faith views in connection with, all materials submitted to governmental entities in connection with the merger and related transactions. Parent and the Company will keep each other apprised of the material content and status of material communications with governmental entities with respect to the merger and related transactions, and will provide the other party and its counsel with the opportunity to participate in any meeting with any governmental entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated by the merger agreement.

Further Actions; Efforts

Reasonable Best Efforts

Except with respect to antitrust laws, each of the Company and Parent have agreed, subject to certain exceptions, to use, and cause each of their respective subsidiaries and their respective affiliates to use, its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to reasonably assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable law to consummate and make effective, as promptly as reasonably practicable, the transactions contemplated by the merger agreement. In connection with obtaining any approval or consent from any third party (other than any governmental entity), Parent, the Company and their respective representatives are not obligated to pay or commit to pay to such third party whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such third party (except as may be required under applicable law or any contract with any such third party).

Antitrust Laws

Each of the Company and Parent have also agreed to make any filings required to be made pursuant to the HSR Act and any other applicable antitrust laws with respect to the transactions contemplated by the merger agreement as promptly as reasonably practicable (and in any event, with respect to any filings to be made pursuant to the HSR Act, within 10 business days following the date of the merger agreement) and to supply as promptly as reasonably practicable to the appropriate governmental entities any additional information and documentary material that may be requested by such governmental entities pursuant to any antitrust laws. The Company and Parent have also agreed to request early termination of the applicable HSR Act waiting period and use commercially reasonable efforts to obtain the termination of such waiting period as promptly as reasonably practicable (and in any event prior to the termination date).

In connection with the foregoing, the merger agreement also requires the Company and Parent to use their reasonable best efforts to cooperate with and assist each other in good faith to:

The merger agreement also provides that Parent will direct and control all aspects of the strategy and process relating to obtaining consents under antitrust laws, except that Parent must reasonably consult with the Company and in good faith consider the Company’s views regarding the overall strategic direction of obtaining such consents.

To the extent permitted by applicable law, the merger agreement also requires each party:

Notwithstanding anything to the contrary set forth in the merger agreement, Parent’s obligations include committing to (i) selling, divesting, or otherwise conveying particular assets, categories, portions or parts of assets or businesses of Parent and its affiliates, (ii) agreeing to sell, divest, or otherwise convey any particular asset, category, portion or part of an asset or business of the Company and its subsidiaries contemporaneously with or subsequent to the effective time, and (iii) licensing, holding separate or entering into similar arrangements with respect to its respective assets or the assets of the Company or any of their respective subsidiaries or conduct of business arrangements or terminating any and all existing relationships and contractual rights and obligations as a condition to obtaining any and all expirations of waiting periods under the HSR Act.

However, neither Parent nor any of its affiliates will be required to take, and the Company and its subsidiaries are not allowed to take, any action in connection with obtaining any consent under any antitrust law unless (i) it is conditioned upon consummation of the merger and (ii) such action would not, individually and in the aggregate with all other actions taken or to be taken in connection with obtaining consents under antitrust laws, result in the sale, divestiture, conveyance, loss or licensing or holding separate of 1,450 million square feet or more of aggregate production capacity (determined with reference to the production capacity of the manufacturing facilities of Parent, the Company and their respective affiliates as of November 12, 2019, as set forth in the disclosure letter and the confidential disclosure letter provided to the Company by Parent in connection with the merger agreement, respectively). In addition, the Company and its affiliates are not allowed to take any action, or propose, commit or agree to take any action, that relates to its businesses, assets, properties, product lines, equity interests, relationships, ventures, contractual rights, or obligations in connection with obtaining consents under antitrust laws without the prior written consent of Parent.

The merger agreement also requires each of the parties to defend, and cause each of their respective subsidiaries to defend, through litigation on the merits so as to enable the parties to close the merger as promptly as reasonably practicable (and in any event prior to the termination date) any claim asserted in court or an administrative or other tribunal by any antitrust or competition governmental entity under antitrust laws in order to avoid entry of, or to have vacated or terminated, any order (whether temporary, preliminary or permanent) that could prevent or delay the closing from occurring after the termination date. Parent has the right to direct and control such litigation, with counsel of its choosing.

Employment and Employee Benefits Matters; Other Plans

The merger agreement provides that, for the one-year period immediately following the effective time, Parent will cause the surviving corporation to provide current or former employees of the Company or any of its subsidiaries with severance payments and benefits that are no less favorable than the severance payments and benefits that such individual would have been entitled to receive under the plans and arrangements of the Company had such individual been terminated immediately prior to the effective time.

The merger agreement also provides that, for the period commencing at the effective time and ending on the one-year anniversary thereof (or if earlier, the date that such continuing employee’s employment terminates), Parent will cause the surviving corporation to maintain for any continuing employees (i) base salary or wages and annual or other short-term cash incentive compensation opportunities that are, in each case, no less favorable than those provided to the employee immediately prior to the effective time, and (ii) benefits (including the costs thereof to participants, but excluding any equity and equity-based benefits) that in the aggregate are no less favorable than the overall cash compensation levels and benefits (including the costs thereof to participants, but excluding any equity and equity-based benefits) maintained for and provided to such employee immediately prior to the effective time.

The merger agreement provides that, as of and after the effective time, Parent will, or will cause the surviving corporation to, give continuing employees full credit for purposes of eligibility to participate, vesting, vacation entitlement and severance benefit entitlements under any employee compensation, incentive, and benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of continuing employees by Parent, its subsidiaries or the surviving corporation for such employees’ service with the Company, its subsidiaries and their predecessor entities to the same extent recognized by the Company immediately prior to the effective time. Such recognition of service will not (i) apply for purposes of any equity or equity-based plans (including any entitlement to equity acceleration in connection with retirement), (ii) apply for purposes of any plan that provides retiree welfare benefits, (iii) apply for purposes of benefit accruals or participation eligibility under any defined benefit pension plan, (iv) operate to duplicate any benefits of an employee with respect to the same period of service, or (v) apply for purposes of any plan, program or arrangement (A) under which similarly situated employees of Parent and its subsidiaries do not receive credit for prior service or (B) that is grandfathered or frozen, either with respect to level of benefits or participation. With respect to each welfare benefit plan, Parent and its subsidiaries will also (i) cause there to be waived any pre-existing condition exclusion, evidence of insurability requirement, actively at work requirement or waiting period limitations, in each case, to the extent waived or satisfied as applicable under the welfare benefit plans of the Company in which such employee participated immediately prior to the effective time and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations for the plan year in which the transition to any benefit plan of Parent occurs, to claims incurred and amounts paid by, and amounts reimbursed to, continuing employees under similar plans maintained by the Company and its subsidiaries immediately prior to such transition to a benefit plan of Parent.

The merger agreement provides that Parent will cause the surviving corporation and each of its subsidiaries, for a period of 90 days following the effective time, not to effectuate a “plant closing” or “mass layoff” (as those terms are defined in the WARN Act) affecting in whole or in part any site of employment, facility, operating unit or continuing without complying with all provisions of the WARN Act, or any similar provision of applicable foreign law.

The Company expects to provide cash retention bonuses in an aggregate amount not to exceed $3,500,000 to certain employees between signing and closing (the “Retention Bonus”), $1,436,100 of which was granted to certain executive officers on December 4, 2019. In no event will the aggregate value of Retention Bonuses granted to any individual employee exceed 75% of such employee’s base salary as of the date any Retention Bonus is granted to such employee. The first 50% of the Retention Bonus will be payable at closing, provided the employee is still employed by the Company on the closing date. The remaining 50% of the Retention Bonus will be payable three months after the closing date, provided the employee is employed by Parent or its subsidiaries at such time. For more information, see “Interests of the Company’s Directors and Executive Officers in the Merger—Retention Bonuses.”

Indemnification, Exculpation and Insurance

Under the merger agreement, Parent agreed that all preexisting rights to indemnification in favor of the Company’s current or former directors or officers will be assumed and performed by Parent or the surviving corporation and will continue in full force and effect until the sixth anniversary of the effective time. For six years after the effective time, Parent will cause to be maintained in effect provisions of the surviving corporation’s certificate of incorporation and bylaws regarding indemnification, elimination of liability and advancement of expenses for directors and officers that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence prior to the date of the merger agreement.

At or prior to the effective time, the Company may, at its option, purchase a six-year prepaid “tail policy” providing directors’ and officers’ liability insurance on terms that are substantially equivalent to the coverage provided under the Company’s existing policies, with respect to matters arising at or prior to the effective time and with a claims reporting or discovery period of at least six years from the effective time. If the Company does not purchase such tail policy by the effective time, Parent will either maintain in effect the Company’s current directors’ and officers’ liability insurance policies for a period of six years following the effective time, or purchase a six-year tail policy or other substitute policy with terms no less favorable than those of the Company’s existing policies. However, neither Parent nor the Company will be required to commit or expend for such policies more than 300% of the last aggregate annual premium paid by the Company prior to the date of the merger agreement for its existing policies, and will instead purchase only as much coverage as can be obtained for such amount.

Other Agreements

The merger agreement contains certain other agreements, including agreements relating to Guarantor’s obligation to guarantee Parent’s and merger sub’s performance of their respective obligations under the merger agreement, access to information and confidentiality, the Company’s and the Company Board’s obligations with respect to the application of takeover laws to the merger agreement and transactions contemplated thereby, notification obligations upon the occurrence of certain events, including public announcements, participation, consultation and consent obligations with respect to any transaction-related litigation, including regarding the defense, settlement or compromise of any such litigation, the process of delisting the common stock from the NYSE and deregistering the common stock under the Exchange Act and certain tax matters.

Conditions to Completion of the Merger

The obligations of the Company, Parent and merger sub to consummate the merger are subject to the satisfaction or waiver of certain customary conditions on or prior to the effective time, including the following:

Parent’s and merger sub’s obligations to consummate the merger are subject to the satisfaction or waiver of additional conditions, which include the following:

The Company’s obligations to complete the merger are subject to the satisfaction or waiver of additional conditions, which include the following:

Financing

The merger agreement does not contain any financing-related closing condition, and Parent has represented that it and merger sub have, and at the effective time will have, access to sufficient sources of immediately available funds to consummate the merger and other transactions contemplated by the merger agreement on the terms and subject to the conditions contemplated therein, including to pay the merger consideration for all of the shares of common stock, to make all payments in respect of Company Options, the Company RSUs and the Company PRSUs as contemplated in the merger agreement, and to pay all related fees and expenses of Parent, merger sub and their respective representatives. Guarantor guaranteed Parent’s and merger sub’s performance of their respective obligations under the merger agreement.

Termination of the Merger Agreement

The merger agreement may be terminated, and the merger may be abandoned at any time prior to the effective time:

enjoining or otherwise permanently prohibiting the merger, and such judgment, order, injunction, rule, decree or other action has become final and non-appealable (a “restraint”), except that no party will have such right to terminate if such party failed to contest, appeal and remove such restraint in material breach of its applicable obligations under the merger agreement and such failure caused or resulted in such restraint; and

Termination Fees and Expenses

The Company has agreed to pay Parent a termination fee of $40 million in the event that:

is then subsequently consummated, which, in the case of (A) or (B), need not be the same acquisition proposal described above (except that the references to “20% or more” in the definition of acquisition proposal will be references to “more than 50%”);

Parent has agreed to pay the Company a termination fee of $75 million in the event that:

Except as described above, all fees and expenses incurred in connection with the merger agreement, the merger and the other transactions contemplated by the merger agreement will be paid by the party incurring such fees or expenses, whether or not the merger is consummated.

Effect of Termination

If the merger agreement is terminated, it will immediately become void and have no effect, without any liability or obligation on the part of the parties, except that:

Specific Performance

The merger agreement provides that the parties are entitled to seek an injunction, specific performance and other equitable relief to prevent breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement in the Court of Chancery of the State of Delaware, in addition to any other remedy to which they are entitled at law or in equity. If jurisdiction is not available in the Court of Chancery of the State of Delaware, then they may seek to enforce specifically the terms and provisions of the merger agreement in any federal court located in the State of Delaware.

Amendment; Extension and Waiver

The merger agreement may be amended in writing by the parties by action taken by their respective boards of directors at any time prior to the effective time, whether before or after the receipt of the stockholder approval, except that if the stockholder approval has been obtained, no amendment may be made that would require further approval by the stockholders under applicable laws without such approval. Prior to the effective time, the parties may, by action taken by their respective boards of directors and set forth in writing, subject to applicable law, extend the time for the performance of any of the obligations or acts of the other parties, waive any inaccuracies

in the representations and warranties of the other parties or waive compliance with any of the agreements or conditions of the other parties contained in the merger agreement, except that if the stockholder approval has been obtained, no waiver may be made that would require further approval by the stockholders under applicable laws without such approval.

Governing Law

The merger agreement is governed by and will be construed in accordance with the laws of the State of Delaware.

Adoption and approval of the merger agreement requires the affirmative vote of the holders of at least a majority of the outstanding shares of common stock. The failure of any stockholder to vote will have the same effect as a vote against the merger agreement proposal. A vote to abstain will have the same effect as voting against the merger agreement proposal. If you fail to attend the special meeting in person or by proxy, or if you hold your shares of common stock through a brokerage firm, bank or other nominee and fail to give voting instructions to your brokerage firm, bank or other nominee, it will have the same effect as a vote against the merger agreement proposal.

The Company Board unanimously recommends that you vote “FOR” the approval of the merger agreement proposal.

Investment Management Holdings Inc. and Macquarie Investment Management Business Trust each has sole voting power with respect to 2,327,034 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 2,327,034 shares, and shared dispositive power with respect to 0 shares, Macquarie Funds Management Hong Kong Limited has sole voting power with respect to 0 shares, and sole dispositive power with respect to 1,000 shares and shared dispositive power with respect to 0 shares, and neither Macquarie Group Limited nor Macquarie Bank Limited has any sole or shared voting or dispositive power with respect to any shares. The address for the reporting persons is 2005 Market Street, Philadelphia PA 19103.

NON-BINDING NAMED EXECUTIVE OFFICER MERGER-RELATED COMPENSATION PROPOSAL (PROPOSAL 2)

Pursuant to Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, the Company is required to submit a proposal to approve a resolution, on an advisory and non-binding basis, approving the payment of specified compensation that may become payable to the Company’s named executive officers in connection with the merger. This proposal, commonly known as “say-on-golden parachutes” (the “non-binding named executive officer merger-related compensation proposal”), gives the Company’s stockholders the opportunity to vote on an advisory and non-binding basis, on the compensation that the named executive officers may be entitled to receive that is based on or otherwise relates to the merger. This compensation is summarized in the table and the footnotes thereto under “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger—Named Executive Officer Merger-Related Compensation” beginning on page 39 of this proxy statement.

The Company Board encourages you to review carefully the named executive officer merger-related compensation information disclosed in this proxy statement.

The Company Board unanimously recommends that the Company’s stockholders approve the following resolution:

“RESOLVED, that the stockholders of Continental Building Products, Inc. hereby approve, on a non-binding, advisory basis, the compensation to be paid or become payable to its named executive officers that is based on or otherwise relates to the merger as disclosed in the Company’s proxy statement pursuant to Item 402(t) of Regulation S-K under the section titled “Named Executive Officer Merger-Related Compensation.”

The vote on the non-binding named executive officer merger-related compensation proposal is a vote separate and apart from the vote on the plan of merger proposal. Accordingly, you may vote to authorize the plan of merger and vote not to approve the non-binding named executive officer merger-related compensation proposal and vice versa. Because the vote on the non-binding named executive officer merger-related compensation proposal is advisory only, it will not be binding on either the Company or Parent. Accordingly, if the plan of merger is authorized and the merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of the Company stockholders.

The above proposal approving, on an advisory and non-binding basis, the payment of specified compensation that may become payable to the Company’s named executive officers in connection with the merger will require the affirmative vote of the holders of at least a majority of the shares of common stock present in person or by proxy and entitled to vote thereon at the special meeting. A vote to abstain will have the same effect as voting against the non-binding named executive officer merger-related compensation proposal. If you fail to attend the special meeting in person or by proxy, or if you hold your shares of common stock through a brokerage firm, bank or other nominee and fail to give voting instructions to your brokerage firm, bank or other nominee, it will have no effect on the non-binding named executive officer merger-related compensation proposal.

The Company Board unanimously recommends that the stockholders vote “FOR” the non-binding named executive officer merger-related compensation proposal.

OTHER MATTERS

As of the date of this proxy statement, the Company Board knows of no matters that will be presented for consideration at the special meeting other than as described in this proxy statement.

APPRAISAL RIGHTS

If the merger is consummated, a holder of the common stock who does not vote in favor of the merger agreement proposal and who properly demands appraisal of its shares of common stock will be entitled to appraisal rights in connection with the merger under Section 262 of the DGCL (“Section 262”).

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement as Annex C. The following summary does not constitute any legal or other advice and does not constitute a recommendation that a holder of the common stock exercise its appraisal rights under Section 262. Only a holder of record of shares of common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A person having a beneficial interest in shares of common stock held of record in the name of another person, such as a bank, broker or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or the other nominee.

Under Section 262, a holder of shares of common stock who (1) does not vote in favor of the merger agreement proposal; (2) continuously is the record holder of such shares through the effective time; and (3) otherwise follows the procedures set forth in Section 262 will be entitled to have its shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares of common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the Delaware Court of Chancery.

Under Section 262, where a merger agreement is to be submitted for adoption and approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders entitled to appraisal rights that appraisal rights are available and include in the notice a copy of Section 262. This proxy statement constitutes notice to holders of the common stock that appraisal rights are available in connection with the merger, and the full text of Section 262 is attached to this proxy statement as Annex C. In connection with the merger, any holder of shares of common stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review Annex C carefully and consult with legal advisors. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner will result in the loss of appraisal rights under the DGCL. A holder of common stock who loses his, her or its appraisal rights will be entitled to receive the merger consideration described in the merger agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of common stock, a stockholder considering exercising such rights should seek the advice of legal counsel.

A stockholder wishing to exercise the right to seek an appraisal of its shares of common stock must do ALL of the following:

Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the merger agreement proposal, a stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against the merger agreement proposal, or abstain or not vote its shares.

Filing Written Demand

Any holder of shares of common stock wishing to exercise appraisal rights must deliver to the Company, before the vote on the merger agreement proposal at the special meeting at which the merger agreement proposal will be submitted to the stockholders, a written demand for the appraisal of the stockholder’s shares of common

stock, and that stockholder must not vote or submit a proxy in favor of the merger agreement proposal. A holder of shares of common stock exercising appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the effective time. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the merger agreement proposal, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against or abstain from voting on the merger agreement proposal. Neither voting against the merger agreement proposal nor abstaining from voting or failing to vote on the merger agreement proposal will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the merger agreement proposal. A stockholder’s failure to make the written demand prior to the taking of the vote on the merger agreement proposal at the special meeting will constitute a waiver of appraisal rights.

Only a holder of record of shares of common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A demand for appraisal in respect of shares of common stock should be executed by or on behalf of the holder of record, and must reasonably inform the Company of the identity of the holder and state that the person intends thereby to demand appraisal of the holder’s shares in connection with the merger. If the shares of common stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner, and if the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners.

A STOCKHOLDER WHO HOLDS ITS SHARES IN BROKERAGE OR BANK ACCOUNTS OR OTHER NOMINEE FORMS AND WHO WISHES TO EXERCISE APPRAISAL RIGHTS SHOULD CONSULT WITH ITS BANK, BROKER OR OTHER NOMINEES, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKER OR OTHER NOMINEE TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BANK, BROKER OR OTHER NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

Continental Building Products, Inc.
12950 Worldgate Drive, Suite 700
Herndon, Virginia 20170
Attn: Corporate Secretary

Any holder of shares of common stock may withdraw his, her or its demand for appraisal and accept the consideration offered pursuant to the merger agreement by delivering to the Company a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the effective time will require written approval of the surviving corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just.

Notice by the Surviving Corporation

If the merger is completed, within 10 days after the effective time, the surviving corporation will notify each holder of shares of common stock who has made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the merger agreement proposal, that the merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within 120 days after the effective time, but not thereafter, the surviving corporation or any holder of shares of common stock who has complied with Section 262 and is entitled to appraisal rights under Section 262 may

commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving corporation in the case of a petition filed by a stockholder, demanding a determination of the fair value of the shares of common stock held by all stockholders entitled to appraisal. The surviving corporation is under no obligation, and has no present intention, to file a petition, and holders should not assume that the surviving corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of common stock. Accordingly, any holder of shares of common stock who desires to have its shares appraised should initiate all necessary action to perfect its appraisal rights in respect of its shares of common stock within the time and in the manner prescribed in Section 262. The failure of a holder of common stock to file such a petition within the period specified in Section 262 could nullify the stockholder’s previous written demand for appraisal.

Within 120 days after the effective time, any holder of shares of common stock who has complied with the requirements for exercise of appraisal rights will be entitled, upon request given in writing, to receive from the surviving corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption and approval of the merger agreement and with respect to which the Company has received demands for appraisal, and the aggregate number of holders of such shares. The surviving corporation must give this statement to the requesting stockholder within 10 days after receipt of the request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of shares of common stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition seeking appraisal or request from the surviving corporation the foregoing statements. As noted above, however, the demand for appraisal can only be made by a stockholder of record.

If a petition for an appraisal is duly filed by a holder of shares of common stock and a copy thereof is served upon the surviving corporation, the surviving corporation will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached. After notice to the stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the stockholders who demanded payment for their shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any stockholder fails to comply with the direction, the Delaware Court of Chancery may dismiss that stockholder from the proceedings. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings as to all holders of shares of a class of stock who assert appraisal rights unless (x) the total number of such shares for which appraisal rights have been pursued and perfected exceeds 1% of the outstanding shares of the class of stock entitled to appraisal, measured in accordance with subsection (g) of Section 262 or (y) the value of the merger consideration in respect of the such total number of shares for which appraisal rights have been pursued and perfected exceeds $1 million.

Determination of Fair Value

After determining the holders of common stock entitled to appraisal, the Delaware Court of Chancery will appraise the “fair value” of the shares of common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the court in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. At any time before the entry of judgment in the appraisal proceeding, the surviving corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided in the preceding sentence only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of shares as determined by the Delaware Court of Chancery and (2) interest theretofore accrued, unless paid at that time. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in

court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

A stockholder considering seeking appraisal should be aware that the fair value of its shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration it would receive pursuant to the merger if it did not seek appraisal of its shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262. Although the Company believes that the merger consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the merger consideration. Neither the Company nor Parent anticipates offering more than the merger consideration to any stockholder exercising appraisal rights, and each of the Company and Parent reserves the right to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of common stock is less than the merger consideration. If a petition for appraisal is not timely filed, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a stockholder in connection with an appraisal, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to be appraised.

If any stockholder who demands appraisal of his, her or its shares of common stock under Section 262 fails to perfect, or loses or successfully withdraws, such holder’s right to appraisal, the stockholder’s shares of common stock will be deemed to have been converted at the effective time into the right to receive the merger consideration. A stockholder will fail to perfect, or effectively lose or withdraw, the holder’s right to appraisal if, among other things, no petition for appraisal is filed within 120 days after the effective time or if the stockholder delivers to the surviving corporation a written withdrawal of the holder’s demand for appraisal and an acceptance of the merger consideration in accordance with Section 262.

From and after the effective time, no stockholder who has demanded appraisal rights will be entitled to vote such shares of common stock for any purpose or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder’s shares of common stock, if any, payable to stockholders as of a time prior to the effective time. If no petition for an appraisal is filed, or if the stockholder delivers to the surviving corporation a written withdrawal of the demand for an appraisal and an acceptance of the merger, either within 60 days after the effective time or thereafter with the written approval of the surviving corporation, then the right of such stockholder to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any stockholder who commenced the proceeding or joined that proceeding as a named party without the approval of the court. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of a stockholder’s statutory appraisal rights. Consequently, any stockholder wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

WHERE YOU CAN FIND MORE INFORMATION

The Company files annual, quarterly and current reports, proxy statements and any amendments or supplements thereto and other information with the SEC. The Company’s public filings are available to the public free of charge on the website maintained by the SEC at http://www.sec.gov and on the Company’s website at http://www.continental-bp.com, and may also be obtained through other document retrieval services. Information contained on our website or connected thereto does not constitute a part of this proxy statement.

The SEC allows the Company to “incorporate by reference” information into this proxy statement. This means that the Company can disclose important information by referring to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this proxy statement. This proxy statement may update and supersede the information incorporated by reference. Similarly, the information that the Company later files with the SEC may update and supersede the information in this proxy statement. Statements contained in this proxy statement, or in any document incorporated in this proxy statement by reference, regarding the contents of any contract or other document, are not necessarily complete and each such statement is qualified in its entirety by reference to the complete text of that contract or other document filed as an exhibit with the SEC.

The Company also incorporates by reference into this proxy statement the following documents filed by it with the SEC under the Exchange Act:

The Company will furnish without charge a copy of the Company’s annual, quarterly and current reports, including any financial statements and schedules thereto, to any person, including any beneficial owner of the common stock, to whom this proxy statement is delivered, upon written request directed to the Company. The Company will also furnish copies of any exhibits to such filings to eligible persons upon request at a cost of $0.50 per page, paid in advance. The Company will indicate the number of pages to be charged for upon written inquiry. Requests should be addressed to: Continental Building Products, Inc., 12950 Worldgate Drive, Suite 700, Herndon, Virginia 20170, Attention: Investor Relations.

The information contained in this proxy statement speaks only as of the date indicated on the cover of this proxy statement unless the information specifically indicates that another date applies.

No persons have been authorized to give any information or to make any representations other than those contained, or incorporated by reference, in this proxy statement and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or any other person.

Annex A

AGREEMENT AND PLAN OF MERGER
   
among
   
CERTAINTEED GYPSUM AND CEILINGS USA, INC.,
   
CUPERTINO MERGER SUB, INC.,
   
CONTINENTAL BUILDING PRODUCTS, INC.
   
and, solely for purposes of Section 5.2 and, to the extent related thereto, Article VIII,
   
COMPAGNIE DE SAINT-GOBAIN S.A.
   
Dated as of November 12, 2019

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