Ply Gem Holdings, Inc. Enters into a Definitive Agreement to be Acquired by Clayton, Dubilier & Rice (CD&R)

• Ply Gem Shareholders to Receive $21.64 per Share in Cash
• CD&R and Golden Gate Capital Enter into Definitive Agreement to
  Acquire Atrium Windows & Doors and Merge the Company with Ply Gem to
  Form Industry-Leading Building Products Company

CARY, N.C. & NEW YORK–(BUSINESS WIRE)–Ply Gem Holdings, Inc. (NYSE:PGEM), a leading North American building
products manufacturer, and Clayton, Dubilier & Rice (CD&R) announced
today a definitive agreement under which CD&R funds will acquire all of
the outstanding shares of Ply Gem common stock in a go-private
transaction valued at approximately $2.4 billion. Ply Gem’s board of
directors unanimously approved the agreement, which provides for the
payment of $21.64 per share in cash to all holders of Ply Gem common
stock. The cash purchase price represents a premium of approximately 20%
over Ply Gem’s closing stock price on January 30, 2018. Promptly
following entry into the agreement, stockholders holding greater than
50% of the outstanding shares of Ply Gem common stock executed a written
consent to approve the transaction, thereby providing the required
stockholder approval.

CD&R has also entered into a definitive agreement to acquire Atrium
Windows & Doors and combine the company with Ply Gem to create an
exterior building products company with total revenue of more than $2.4
billion in 2017. The transactions are expected to close simultaneously
in the second quarter of 2018 and are subject to the receipt of
customary closing conditions, including regulatory approvals. Closing of
the acquisition of Ply Gem is not subject to the closing of the
acquisition of Atrium. However, assuming both transactions close
simultaneously, CD&R funds will own approximately 70% of the new
privately-held company, and Atrium shareholders, which include funds
managed by Golden Gate Capital, will hold approximately 30%.

The new Ply Gem will continue to be headquartered in Cary, NC, and Gary
E. Robinette, currently Chairman and CEO of Ply Gem, will continue as
Chairman and CEO. John Krenicki, a CD&R Operating Partner and former
Vice Chairman of General Electric Company, will become Lead Director of
the Board.

“The Ply Gem Board’s unanimous approval of this transaction is based on
the conviction that it delivers superior value to shareholders,” said
Gary E. Robinette, Chairman and CEO of Ply Gem. “The strategic and
operational excellence of CD&R and Golden Gate will help strengthen the
long-term growth of the company. This support, along with the expanded
business and product portfolio of the new combined company, will
establish a stronger window platform with manufacturing scale and
channel distribution advantages for customers. Together with the
talented Atrium team, we look forward to providing exceptional value and
service to all of our customers and rewarding career opportunities for
our associates.”

“We are excited to combine with Ply Gem and look forward to the
synergies that will be achieved through an enhanced product breadth and
stronger North American platform, which will allow us to drive topline
growth and customer value,” said Ron Cauchi, Atrium CEO.

“This is a transformational milestone for two highly complementary
businesses,” said Nate Sleeper, Partner at CD&R. “Together, Ply Gem and
Atrium have a well-positioned platform across North America, a deep set
of capabilities to serve customers, and a strong foundation for
long-term growth and value creation.”

“We are pleased to continue our partnership with Atrium and look forward
to working closely with Ply Gem and CD&R,” said Rajeev Amara, Managing
Director of Golden Gate Capital. “We believe strongly in the long-term
growth prospects of joining these two great businesses.”

Credit Suisse served as financial advisor and Paul, Weiss, Rifkind,
Wharton & Garrison LLP served as legal advisor to Ply Gem. CD&R has
obtained committed financing from Bank of America Merrill Lynch;
Barclays; Deutsche Bank Securities, Inc; GS Bank USA; J.P. Morgan;
Jefferies Finance, LLC; MUFG; Natixis, New York Branch; RBC Capital
Markets, LLC; Societe Generale and UBS Investment Bank. Debevoise &
Plimpton LLP served as legal advisor and Bank of America Merrill Lynch;
Barclays; Deutsche Bank Securities, Inc; Goldman Sachs & Co., LLC; J.P.
Morgan; MUFG; PJ Solomon an affiliate of Natixis; SG Americas
Securities, LLC and UBS Investment Bank served as financial advisor to
CD&R in the transaction. Jefferies LLC and Kirkland & Ellis served as
financial and legal advisors, respectively, to Atrium.

About Ply Gem

Ply Gem (NYSE: PGEM), headquartered in Cary, N.C., is a leading
manufacturer of building products in North America. Number one in vinyl
siding and in vinyl and aluminum windows, Ply Gem produces a
comprehensive product line of windows and patio doors, vinyl and
aluminum siding and accessories, designer accents, cellular PVC trim and
mouldings, vinyl fencing and railing, stone veneer, roofing and
gutterware products, used in both new construction and home repair and
remodeling across the United States and Canada. Visit www.plygem.com
for more information.

About Atrium Corporation

Established in 1948, Atrium is a nationally-recognized provider of high
quality windows and doors to the new construction and repair and remodel
markets. The company operates a nationwide network of manufacturing
facilities and sells a comprehensive line of products in all 50 states
and Canada. Atrium generated approximately $350 million of revenue in
2017. For more information on Atrium and its quality window and door
products, visit www.atrium.com.

About Clayton, Dubilier & Rice

Founded in 1978, Clayton, Dubilier & Rice is a private investment firm.
Since inception, CD&R has managed the investment of $25 billion in 77
companies with an aggregate transaction value of more than $100 billion.
The Firm has offices in New York and London. For more information, visit www.cdr-inc.com.

About Golden Gate Capital

Golden Gate Capital is a San Francisco-based private equity investment
firm with over $15 billion of capital under management. The principals
of Golden Gate Capital have a long and successful history of investing
across a wide range of industries and transaction types, including
going-privates, corporate divestitures, and recapitalizations, as well
as debt and public equity investments. For more information, visit www.goldengatecap.com.

Forward-Looking Statements

This press release and oral statements made from time to time by Ply
Gem’s representatives may contain certain statements that are not
historical facts, including Ply Gem’s plans to consummate the
transaction, including the related financing transactions, as well as
the terms and conditions of such transactions and the timing thereof.
Those statements constitute “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
statements involve known and unknown risks, uncertainties and other
factors that could cause Ply Gem’s actual results to differ materially
from the results expressed in or implied by Ply Gem’s forward-looking
statements, including (i) conditions to the closing of the transaction
may not be satisfied; (ii) the transaction may involve unexpected costs,
liabilities or delays; (iii) the business of Ply Gem may suffer as a
result of uncertainty surrounding the transaction; (iv) the outcome of
any legal proceedings related to the transaction; (v) Ply Gem may be
adversely affected by other economic, business, and/or competitive
factors; (vi) the occurrence of any event, change or other circumstances
that could give rise to the termination of the transaction agreement;
(vii) other risks to consummation of the transaction, including with
respect to the financing and the risk that the transaction will not be
consummated within the expected time period or at all ; and (viii) other
factors discussed in Ply Gem’s news releases, public statements and/or
filings with the Securities and Exchange Commission, including Ply Gem’s
most recent Annual and Quarterly Reports on Form 10-K and Form 10-Q.
Many of these factors are outside of Ply Gem’s control and all of these
factors are difficult or impossible to predict accurately. Ply Gem
undertakes no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.

Additional Information and Where to Find It

Ply Gem will prepare an information statement on Schedule 14C for its
stockholders with respect to the approval of the transaction described
herein. When completed, the information statement will be mailed to Ply
Gem’s stockholders. Ply Gem may be filing other documents with the SEC
as well. You may obtain copies of all documents filed with the SEC
regarding this transaction, free of charge, at the SEC’s website, http://www.sec.gov
or from Ply Gem by directing a request by mail or telephone to [5020
Weston Parkway, Suite 400, Cary, NC 27513, Attention: Shawn Poe,
Investor Relations, (919)677-3901, investors@plygem.com].

Contacts

Ply Gem Holdings, Inc.
Shawn Poe, 919-677-3901
Investor
Relations
investors@plygem.com