Overhead Door to acquire Wayne Dalton

SEPTEMBER 2, 2009 -- DALLAS and MT. HOPE, Ohio – Overhead Door Corporation and Wayne-Dalton Corp. jointly announced today that they have reached a tentative, non-binding agreement in principle, pursuant to which Overhead Door Corporation would acquire Wayne-Dalton Corp.’s overhead door business in North America and Europe.

Under the terms of the tentative agreement, Overhead Door Corporation would acquire substantially all of the assets of Wayne-Dalton Corp.’s commercial and residential overhead door business, as well as their Fabric-Shield storm panel business in a cash transaction. Wayne-Dalton Corp. would retain its garage door opener and wireless home access control businesses and will continue to manufacture, market and sell products of those businesses. The tentative agreement in principle contemplates that Overhead Door Corporation will continue to promote and make available Wayne-Dalton Corp. openers and wireless home access products to Wayne-Dalton Corp.’s current customers. The combined company would create North America’s premier manufacturer and marketer of overhead doors and openers.

“The proposed combination represents a strategic opportunity to bring three outstanding brands under one roof: Overhead Door, Wayne-Dalton, and Genie®,” said Dennis Stone, Overhead Door Corporation president and chief executive officer. “The combined company’s enhanced production capabilities and strong commitment to quality and innovation would position it to be the preeminent overhead door manufacturer in the North American market.” Stone added, “This would be a compelling combination that would strengthen the combined company’s capabilities and expand market presence across North America. As we bring the two companies together, we are committed to preserving the unique strengths that made them successful over the years. Moreover, this is an opportunity to join our respective employee bases into one high performance team.”

Willis Mullet, chairman and chief executive officer of Wayne-Dalton Corp. stated, “We firmly believe a deal with Overhead Door Corporation will provide numerous long-term benefits for our employees and customers. Overhead Door Corporation is committed to continued investment in our business, promoting further innovation in our product development efforts, and enhancing efficiencies in our operations. Our combined efforts will create a strong platform for growth and extend our leadership position in the market.”

The transaction is subject to the negotiation and execution of a definitive agreement and to customary closing conditions, including regulatory and other approvals.

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