The Ademi Firm is investigating AZEK (NYSE: AZEK) for possible breaches of fiduciary duty and other violations of law in its transaction with James Hardie.
In the transaction, AZEK shareholders will receive only $26.45 in cash and 1.0340 ordinary shares of James Hardie to be listed on the New York Stock Exchange for each share of AZEK common stock they own. The stock and cash consideration represents a total per share value of $56.88, based on the closing stock price of AU$46.80 per share of James Hardie’s CHESS Depositary Interest listing on the Australian Securities Exchange (ASX) on March 21, 2025. AZEK insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for AZEK by imposing a significant penalty if AZEK accepts a competing bid. We are investigating the conduct of the AZEK board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.