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USG to be acquired by Gebr. Knauf for $7 billion

June 2018

Jones Day is advising USG Corporation in the acquisition by Gebr. Knauf KG ("Knauf") of all of the outstanding shares of USG in a transaction valued at $7 billion. Under the terms of the merger agreement, USG stockholders will receive $44.00 per share, which includes $43.50 per share in cash payable at closing and a $0.50 per share special dividend that would be paid following stockholder approval of the transaction. Upon closing of the transaction, the resulting company will be a global building materials industry leader that combines USG'S and Knauf's highly complementary businesses, products, and global footprint.

For additional information about this matter, please contact: James P. Dougherty, Timothy J. Melton, Lizanne Thomas

Client(s): USG Corporation