Fortune Brands, Inc. to Acquire SBR, Inc.:

Simonton Windows®, SimEx™, Fypon®, Dixie-Pacific™ and Hy-Lite® Products to Join $7 Billion Leading Consumer Brands Company

SBR, Inc. and Fortune Brands, Inc. have announced a definitive agreement for Fortune Brands to acquire SBR through a tax-free merger. The acquisition includes the home products brands of SBR, including Simonton Windows®, SimEx™, Fypon®, Hy-Lite® Products and Dixie-Pacific™.

Operations will continue as they have in the past at the SBR home products subsidiaries with no planned employee cutbacks or facility closings as part of the merger. Fortune Brands intends for SBR and each of its subsidiaries to continue running independently, with support from its $4 billion home & hardware business that includes the faucet brand Moen, MasterBrand Cabinets, Therma-Tru, a brand of residential entry doors, the padlock brand Master Lock and Waterloo, the manufacturer of tool storage products.

Sam Ross founded SBR, Inc. in 1972 as a privately-held holding company with a half dozen investors, all of whom are still shareholders today. SBR began offering stock to many of its employees in 1981. Today SBR has more than 300 shareholders.

"We're exceptionally pleased that this merger is designed to keep all our employees working and every one of our facilities operating," said Ross, chairman and chief executive officer (CEO) of SBR Inc. "We have a strong bond with many communities throughout the country where our operations play an important role in local economies. The acquisition of SBR by Fortune Brands will help strengthen our commitment to operating in these geographical areas. "For more than three decades the people of SBR have worked extremely hard to grow our company and have achieved outstanding results. Now Fortune Brands will take us to the next level of success and offer our people even greater growth potential.

"We're especially pleased that the core values displayed by Fortune Brands so closely match the business strategies that have guided SBR since its inception. When considering the sale of SBR, our principal shareholders sought out a company that focuses on creating shareholder value, treats people in an equitable manner and would not have any internal competition with our subsidiaries. We found all these admirable qualities in Fortune Brands."

The merger with Fortune Brands includes the following SBR subsidiaries:

  • Simonton Windows, manufacturers of vinyl windows and doors for replacement, new construction and impact-resistant coastal applications. Founded in 1946, Simonton Windows is headquartered in Parkersburg, W.Va. and has manufacturing facilities in Pennsboro, Harrisville and Ellenboro, W.Va.; Paris, Ill.; Lyons, Ga.; McAlester, Okla. and Vacaville, Calif. The company also operates a Product Development Center in Pennsboro, W. Va.

  • · SimEx, a vinyl and PVC foam extrusions manufacturing operation in St. Mary's, W. Va.

  • · Fypon, the brand name leader in the urethane millwork industry. The company manufactures more than 6,000 low maintenance and moulded millwork products at its facilities in Archbold, Ohio and Yantai, China. Each piece is made of tough, high performance materials that resist splintering, decaying, insect infestation, water penetration and absorption, for long lasting beauty and performance. Fypon also sells cellular PVC trim sheets and boards that are manufactured by SimEx.

  • · Hy-Lite Products, an industry leader in prefabricated acrylic block products and specialty windows. The company sells a full line of acrylic block operable and fixed windows, radius walls, door insert units and partitions along with glass block windows and decorative glass windows. Hy-Lite has manufacturing operations at its Beaumont, Calif. headquarters location and in Eatonton, Ga.

  • · Dixie-Pacific, a leading manufacturer of fiberglass columns, synthetic porch posts and rail systems, decorative capitals, balustrades, stock wood columns, wood porch posts and wooden stair parts. The company, which is based in Gadsden, Ala., also operates Hartmann-Sanders, innovator of architectural wood columns.

"The addition of SBR's strong brands and great people is the next logical step in building our fast-growing Home & Hardware business," said Fortune Brands chairman and CEO, Norm Wesley. "The brands of SBR fit our focus on offering leading brands, innovation and superior customer service. We feel that this acquisition blends the best of our company cultures, operating philosophies, commitment to our people and dedication to driving internal growth." "Each of the SBR brands has an exceptional reputation for offering quality products and customer service," said Bruce Carbonari, president and CEO of Fortune Brands Home & Hardware. "We are excited that SBR has chosen Fortune Brands to grow these brands. We will dedicate our efforts to building their brand awareness and making them even more successful in the marketplace."

The acquisition is subject to customary closing conditions and regulatory approvals, and is expected to close within the next few months.

Fortune Brands Inc. is a consumer brands company with annual sales exceeding $7 billion.

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