USG Corporation President and Chief Executive Officer Jennifer F. Scanlon to Leave USG Following Closing of Knauf Merger
2019年1月22日 - 11:00PM
ビジネスワイヤ(英語)
USG Corporation (NYSE: USG) (“USG”) President and Chief
Executive Officer Jennifer F. Scanlon today announced that she
intends to leave USG upon, and subject to, the completion of the
pending merger with Gebr. Knauf KG (“Knauf”). Ms. Scanlon will
continue to serve as President and CEO until closing, continuing to
focus on executing USG’s business plans and strategies, and
ensuring a smooth transition for USG’s employees, customers and
other stakeholders.
“It has been a great privilege to serve as President and CEO of
USG, and I am very proud of the work done by the USG team to align
our strategy with customer needs and accelerate innovation,” said
Ms. Scanlon. “Our shareholders will realize significant and certain
cash value upon the closing of the merger, and our employees and
customers will benefit from the creation of a global building
materials leader that will leverage two highly complementary
businesses to better meet the needs of our customers. Until the
closing it’s business as usual at USG. Following the closing, I
will continue to advocate for innovation in the construction
industry and promote STEM education to expand opportunities for
talented students in manufacturing.”
Ms. Scanlon has served in leadership roles at USG for sixteen
years. As a senior executive, she led the execution of some of the
Company’s most significant strategic moves in recent history,
including establishing the USG Boral Building Products joint
venture and the divestiture of L&W Supply Corporation. Ms.
Scanlon became USG’s President and CEO effective November 1,
2016.
“Jenny became President and CEO at a time of significant change
for our business, refocusing the Company on growth and innovation,
and building a strong team. On behalf of the USG Board of
Directors, I would like to thank Jenny for her strong leadership
and extraordinary contributions to the success of our Company,”
said Steven F. Leer, Chairman of the USG Board of Directors.
In addition to Ms. Scanlon, the Company anticipates that several
other members of the USG executive team will depart USG following,
and subject to, the closing of the merger. The departing executives
include:
- Matthew F. Hilzinger, Executive Vice
President and Chief Financial Officer
- Brian J. Cook, Executive Vice President
and Chief Administrative Officer
- Dominic A. Dannessa, Executive Vice
President and Chief Customer and Innovation Officer
- Gregory D. Salah, Senior Vice
President, USG Corporation and President, Gypsum
- Michelle M. Warner, Senior Vice
President, General Counsel and Corporate Secretary
“We thank these talented executives for their leadership and for
their service to USG, our customers and employees,” said Mr.
Leer.
These leadership changes will only become effective upon closing
of the merger with Knauf. The Company expects the merger will close
in early 2019 subject to the receipt of certain regulatory
approvals and other customary closing conditions. Until that time,
both companies will continue to operate as separate businesses
under their current leadership structures.
About USG Corporation
USG Corporation is an industry-leading manufacturer of
building products and innovative solutions. Headquartered
in Chicago, USG serves construction markets around the world
through its Gypsum, Performance Materials, Ceilings, and USG Boral
divisions. Its wall, ceiling, flooring, sheathing and roofing
products provide the solutions that enable customers to build the
outstanding spaces where people live, work and play. Its USG Boral
Building Products joint venture is a leading plasterboard and
ceilings producer across Asia, Australasia and
the Middle East. For additional information,
visit www.usg.com.
Cautionary Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
related to management’s expectations about future conditions,
including but not limited to, statements regarding the merger,
including expected timing and completion of the merger. Actual
business, market or other conditions may differ materially from
management’s expectations and, accordingly, may affect USG’s sales
and profitability, liquidity and future value. Any forward-looking
statements represent USG’s views only as of today and should not be
relied upon as representing USG’s views as of any subsequent date,
and USG undertakes no obligation to update any forward-looking
statement. Among the risks, contingencies and uncertainties that
could cause actual results to differ from those described in the
forward-looking statements or could result in the failure of the
merger to be completed are the following: the failure to obtain
necessary regulatory or other governmental approvals for the
merger, or if obtained, the possibility of being subjected to
conditions that could result in a material delay in, or the
abandonment of, the merger or otherwise have an adverse effect on
USG; continued availability of financing or alternatives for the
financing provided in the Knauf debt commitment letter; the failure
to satisfy required closing conditions; the potential impact on the
USG Boral joint venture in the event the merger is not completed,
including that, in connection with the execution of the merger
agreement, Boral Limited delivered a default notice under the USG
Boral Shareholders Agreement to commence the process to establish
the fair market value of USG’s 50% interest in USG Boral, which
could lead to Boral exercising its right to purchase USG’s 50%
interest in USG Boral; the risk that the merger may not be
completed in the expected timeframe, or at all; the effect of
restrictions placed on USG and its subsidiaries’ ability to operate
their businesses under the merger agreement, including USG’s
ability to pursue alternatives to the merger; the risk of
disruption resulting from the merger, including the diversion of
USG’s resources and management’s attention from ongoing business
operations; the effect of the announcement of the merger on USG’s
ability to retain and hire key employees; the effect of the
announcement of the merger on USG’s business relationships, results
of operations, financial condition, the market price of USG’s
common stock and businesses generally; the risk of negative
reactions from investors, employees, suppliers and customers; the
outcome of legal proceedings that have been instituted against USG
related to the merger and any additional proceedings that may be
instituted in the future; the amount of the costs, fees, expenses
and charges related to the merger; and the occurrence of any event
giving rise to the right of a party to terminate the merger
agreement. Information describing other risks and uncertainties
affecting USG that could cause actual results to differ materially
from those in forward-looking statements may be found in USG’s
filings with the SEC, including, but not limited to, the “Risk
Factors” in USG’s most recent Annual Report on Form 10-K and most
recent Quarterly Report on Form 10-Q.
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version on businesswire.com: https://www.businesswire.com/news/home/20190122005250/en/
USG CorporationMedia:USG CorporationKathleen Prause,
312-436-6607KPrause@usg.comorInvestors:USG CorporationBill Madsen,
312-436-5349investorrelations@usg.com
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