JELD-WEN Announces Rulings in Steves & Sons Litigation; No Final Judgment on Antitrust Claims

CHARLOTTE, N.C.–(BUSINESS WIRE)–JELD-WEN Holding, Inc. (NYSE:JELD) (the “Company”) announced today that
the United States District Court for the Eastern District of Virginia,
Richmond Division (“District Court”), has recently issued a number of
rulings in the Company’s ongoing antitrust and trade secrets litigation
with Steves & Sons, Inc. (“Steves”).

First, the District Court entered judgment against Steves in the amount
of $1.2 million, in accordance with the previously announced jury
verdict in JELD-WEN’s favor on its claims that Steves misappropriated
JELD-WEN’s trade secrets. Second, the District Court granted JELD-WEN’s
motion to vacate the jury verdict on Steves’ breach of contract claims
related to the quality of the Company’s doorskins. This ruling
eliminates $2.2 million of damages under the previously announced jury
verdict on Steves’ breach of contract claims against JELD-WEN. Lastly,
the District Court ruled yesterday that divestiture of the Company’s
facility in Towanda, Pennsylvania, the primary asset acquired in
JELD-WEN’s 2012 acquisition of CraftMaster, Inc. (“CMI”) and one of the
Company’s four domestic doorskin manufacturing facilities, is an
appropriate remedy in the antitrust litigation. A final judgment on the
antitrust claims and the breach of contract claims has not yet been
entered in the case, and the Company does not expect a final judgment
until later this year.

JELD-WEN intends to vigorously oppose entry of an adverse judgment and
to appeal any judgment that may be entered awarding damages to the
Steves. The Company expects that the next procedural step in the case
will be a final determination of remedies, following which the Court
will enter judgment. Under yesterday’s ruling, if divestiture of the
Towanda facility is included in the final judgment, such a divestiture
would not be required until some time after the appeal process is
complete. The initial appeal process is expected to take approximately
9-18 months following entry of a final judgment. Should an appeal to the
United States Supreme Court be necessary, the appeal process would be
extended by an additional 6-18 months.

“JELD-WEN firmly maintains that it has not violated any antitrust laws.
We will use all of our available resources to continue to challenge the
erroneous antitrust verdict,” stated Gary S. Michel, President and Chief
Executive Officer. “While the ruling on the remedy of divestiture of our
Towanda facility is disappointing, it will not alter our focus as we
will continue to provide industry-leading products and services to our
customers. Additionally, we will continue to support the growth and
development of our dedicated employees at the Towanda facility.”

The Company continues to believe that any remedy requiring the Company
to sell the Towanda facility is both unprecedented and fundamentally
incorrect as a matter of law. No U.S. court has ever permitted
divestiture as a remedy in private litigation for a merger that has
already closed, such as JELD-WEN’s 2012 acquisition of CMI. The
Antitrust Division of the Department of Justice (“DOJ”), the federal
authority entrusted with enforcing antitrust laws in mergers and
acquisitions, conducted two separate reviews of JELD-WEN’s acquisition
of CMI – one at the time of the 2012 acquisition and another at Steves’
request in 2015. On both occasions, the CMI acquisition cleared DOJ
review.

JELD-WEN believes that both the jury verdict on Steves’ breach of
contract and antitrust claims and yesterday’s rulings on those claims
are incorrect due to multiple flawed rulings during the trial process.
These rulings improperly limited the Company’s defenses in the trial by
excluding key evidence and other relevant matters from the jury’s
consideration. Evidence that the Company was prevented from presenting
to the jury included the favorable results of the two previous DOJ
antitrust enforcement reviews, the significant profitability growth and
expansion of Steves’ own business since the 2012 acquisition, and other
benefits to the market resulting from the combination of JELD-WEN and
CMI.

Finally, the Company maintains that a potential remedy of divestiture in
this matter is contrary to established legal and equitable principles
due to the significant passage of time since the acquisition, Steves’
own misconduct in misappropriating JELD-WEN’s trade secrets and the
availability of monetary remedies. In the six years following the
acquisition, the Company has made significant investments to integrate
and upgrade the Towanda operation, a business that was in financial
distress at the time of the acquisition. The Towanda facility, including
its various product lines that now extend beyond doorskin products, is
now fully integrated into JELD-WEN’s operations. Under JELD-WEN’s
ownership, the Towanda facility has demonstrated improvements in
service, quality and breadth of products offered to Steves and other
customers. For the fiscal year ended 2017, the Towanda facility
generated external revenues of approximately $120 million from Steves
and other third-party customers related to doorskins and other building
products. The majority of Towanda’s doorskin manufacturing capacity is
used by the Company in its own door assembly operations. The Company
continues to supply doorskins to Steves in the ordinary course of
business pursuant to a long-term agreement that is currently set to
terminate in September 2021.

The Company is unable to predict the ultimate timing of, transaction
terms, or proceeds from any divestiture of the Towanda facility. In the
event that a divestiture is ultimately required, JELD-WEN expects the
Towanda facility to be sold to an independent third-party buyer, in
which case the Company expects to meet its internal requirements for
doorskins currently supplied by the Towanda facility through other
existing internal sources of supply and from a supply agreement with the
new owner.

About JELD-WEN

JELD-WEN, founded in 1960, is one of the world’s largest door and window
manufacturers, operating manufacturing facilities in 20 countries
located primarily in North America, Europe and Australia. Headquartered
in Charlotte, N.C., JELD-WEN designs, produces and distributes an
extensive range of interior and exterior doors, wood, vinyl and aluminum
windows and related products for use in the new construction and repair
and remodeling of residential homes and non-residential buildings.
JELD-WEN is a recognized leader in manufacturing energy-efficient
products and has been an ENERGY STAR® Partner since 1998. Our
products are marketed globally under the JELD-WEN® brand,
along with several market-leading regional brands such as Swedoor®
and DANA® in Europe and Corinthian®, Stegbar®,
and Trend® in Australia. For more information visit www.jeld-wen.com.

Forward-Looking Statements

This press release contains certain “forward-looking statements”
regarding the potential outcome and impact of litigation (including but
not limited to the probability and impact of any divestiture resulting
from the Steves litigation and the success of our appeals in that
matter), and our expectations, beliefs, plans, objectives, prospects,
assumptions, or other future events. Forward-looking statements are
generally identified by our use of forward-looking terminology such as
“anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”,
“intend”, “may”, “might”, “plan”, “potential”, “predict”, “seek”, or
“should”, or the negative thereof or other variations thereon or
comparable terminology. Where, in any forward-looking statement, we
express an expectation or belief as to future results or events, such
expectation or belief is based on the current plans, expectations,
assumptions, estimates, and projections of our management. Although we
believe that these statements are based on reasonable expectations,
assumptions, estimates and projections, they are only predictions and
involve known and unknown risks, many of which are beyond our control
that could cause actual outcomes and results to be materially different
from those indicated in such statements.

Our actual results could differ materially from the results contemplated
by these forward-looking statements due to a number of factors,
including the factors discussed in our Annual Reports on Form 10-K, and
our Quarterly Reports on Form 10-Q, both filed with the Securities and
Exchange Commission.

The forward-looking statements included in this release are made as of
the date hereof, and except as required by law, we undertake no
obligation to update, amend or clarify any forward-looking statements to
reflect events, new information or circumstances occurring after the
date of this release.

Contacts

JELD-WEN Holding, Inc.
Investor Relations:
John Linker,
+1.704.378.7007
investors@jeldwen.com
or
Media
Relations:
Chris Benware, +1.503.488.4402
JELD-WEN@cmdagency.com

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