Good day and thank you for standing by. Welcome to the Quanex to Acquire Tyman conference call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. To ask a question during this session, you will need to press star one one on your telephone. You will then hear an automated message advising you your hand is raised. To withdraw your question, please press star one one again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Scott Zuehlke, Senior Vice President, CFO, and Treasurer. Please go ahead. Thanks for joining the call this morning. On the call with me today is George Wilson, our Chairman, President, and CEO. Earlier this morning, we announced that we have reached an agreement on the terms of a recommended cash-and-share offer for Tyman, a UK-listed company and a leading provider of differentiated, highly engineered products for the fenestration industry. We have issued a UK Takeover Code Rule 2.7 announcement, a press release, as well as presentation slides, which are all available on our IR website. Please note we will be sharing presentation slides during today's call. Before we begin, as a reminder, this conference call will contain forward-looking statements and some discussion of our non-GAAP measures. Forward-looking statements and guidance discussed on this call, in our press release, and in the Rule 2.7 announcement, are based on current expectations. Actual results or events may differ materially from such statements and guidance, and Quanex undertakes no obligation to update or revise any forward-looking statement to reflect new information or events. For a more detailed description of our forward-looking statement disclaimer and a reconciliation of our non-GAAP measures to the most directly comparable GAAP measures, as well as adjustments made to Tyman's IFRS-aligned measures, please see our press release and the appendix of today's presentation, both of which are posted to the investor section of our website. I'll now turn the call over to George for opening remarks. Thanks, Scott. Good morning, and thanks for joining the call today. We are excited to speak to you about our acquisition of Tyman, which will enable us to create a comprehensive solutions provider in the building products industry with a strong presence across North America in the EMEA region and bring us closer to our goal of achieving approximately $2 billion in revenue. Today, we will walk through the highly compelling industrial logic of the transaction and how it is fully aligned with our bigger strategic roadmap for growth and value creation. Scott will then walk through the attractive financial rationale, and then we will open the line for questions. So turning to slide five. We have agreed to acquire Tyman for approximately $1.1 billion in enterprise value. Tyman shareholders will receive a mix of cash and stock comprising $0.240 in cash and 0.05715 shares of Quanex stock. This implies a value of $0.400 per share based on the last closing share prices of Quanex. A capped alternative of 0.14288 shares of Quanex stock for each Tyman share will also be available for up to 25% of Tyman's shares outstanding. Tyman shareholders are expected to own between approximately 30%-32% of the combined business on a pro forma basis, depending on shareholder elections on a fully diluted basis. In addition, Tyman shareholders will receive the $0.095 final dividend previously declared by Tyman on March 7, 2024. Our offer is cash certain under the UK Takeover Code, and new debt financing has been arranged for the cash portion of the consideration, which Scott will go into more detail about later in the presentation. Pro forma adjusted EBITDA net leverage is anticipated to be approximately 2.1 x as of October 31, 2024, inclusive of run-rate cost synergies, and we expect the strong cash flow generation of the combined business will help us rapidly deleverage. Now turning to slide number six. On a pro forma basis, the combined business would have had fiscal 2023 revenues of approximately $2 billion and adjusted EBITDA of approximately $300 million, including synergies. We expect approximately $30 million of annual cost synergies, which we plan to fully realize within two years following completion of the acquisition. We also believe there is potential for revenue synergies to be captured from cross-selling and other revenue initiatives. Executing on this additional upside potential will be a key focus as we work to integrate the businesses once the transaction closes. Importantly, and consistent with our profitable growth strategy, this transaction will be accretive to our adjusted EBITDA margin and will be materially accretive to EPS in year one following close. We currently expect to close the transaction in the second half of calendar year 2024, subject to receiving approval from both Quanex and Tyman shareholders, as well as the required regulatory approvals and other customary closing conditions. Turning to slide number seven. Today is an important day for Quanex, Tyman, and more importantly, what we can do together as two highly complementary businesses. With a talented team of employees, Tyman has built an attractive portfolio of world-class brands, including AmesburyTruth, ERA, and Giesse, to name a few. Across a wide product range in hardware, seals and access solutions mainly cater to fenestration and access solution OEM customers. Similar to us, Tyman has a meaningful presence in North America, the U.K., and Ireland, as well as other international geographies. In addition to sales directly to OEMs, Tyman also sells through a well-established distribution network. In the most recent fiscal year, end of December 2023, Tyman generated $818 million of revenue and $120 million of adjusted EBITDA at an approximately 15% margin. We have long admired the strong business that the Tyman team has built. Their team is approximately 3,600 people strong, and we look forward to their team joining ours as we head into the next chapter. Turning to slide eight. This is a transformative, strategically compelling acquisition, and we are excited about the prospects of the combined business going forward. First, the transaction presents a unique opportunity to create a larger supplier of components to building product OEMs with leading positions globally. Second, Tyman's products are highly complementary to Quanex's existing portfolio and have a strong strategic fit across products and geographies. Third, our combined manufacturing footprint will be truly global in reach with differentiated capabilities. As mentioned earlier, we expect significant synergies that will drive EBITDA margin accretion and a strong cash flow profile. Importantly, this transaction accelerates our bigger strategic roadmap and is aligned with our bold acquisition strategy to drive growth and value creation for our shareholders. And finally, we will preserve a strong balance sheet with ample liquidity and the ability to quickly delever post-transaction. Now let me go through each of these points in just a bit more detail. On slide nine, you can see that we will have significantly enhanced scale with the combined business having approximately $2 billion in revenue in fiscal year 2023 and approximately $310 million in adjusted EBITDA, inclusive of cost synergies, and nearly doubling current levels with a meaningfully enhanced margin of approximately 16%. With Tyman's well-recognized brands and seals and extrusions, window and door hardware, commercial access solutions, and smartware and automation, we will be able to deliver an enhanced offering of differentiated components to our customers. You can also see that the Tyman portfolio enables us to expand our offerings to an enhanced offering of engineered components for the OEMs. Turning to slide 10, which provides a snapshot of the very strong strategic fit of our businesses across products and geographies. Our highly complementary product portfolios and customer bases will generate significant cross-selling opportunities. I wanted to remind you all that these revenue benefits have not been included in our quantified synergies estimate in this presentation. Geographically, we will still be a strongly North American-weighted business at 73% of revenue. At the same time, Tyman's international footprint introduces us to new geographies that will extend our global reach to build on our existing U.K. and German presence. On slide 11, we have mapped out the global manufacturing locations between the two companies. As you can see, we will establish a more diverse manufacturing footprint across North America and Europe. Tyman's facilities will be highly complementary to our existing footprint and will add to our presence in the EMEA region. Now turning to slide 12. As some of you may be aware, the UK Takeover Code has stringent requirements about the amount of announced synergies, and the process to review these and this number is rigorous. We have quantified approximately $30 million of run-rate cost synergies, which we expect to fully realize within two years following transaction close. Approximately 30% of these synergies are expected to come from corporate and listing-related costs. Another 30% of the synergies are tied to procurement savings from scale economies, and the remainder of the synergies are expected to come from administrative and commercial savings. We expect one-time costs of approximately $35 million in aggregate over the first two years post-completion of the acquisition to achieve these run-rate cost synergies. While not quantified nor included in our pro forma numbers in this presentation, we do expect there to be additional revenue synergies from cross-selling among other revenue initiatives. Before I hand the call over to Scott, I would like to reiterate how well the acquisition of Tyman maps to our stated bigger strategic goals. This transformative transaction aligns with our bold acquisition strategy to drive growth in key focus areas. It adds innovative new product development to our existing capabilities. It positions us well for above-market growth in our key channels. It creates a more global company with access to new market opportunities and an expanded manufacturing footprint. Both Tyman and Quanex have a strong focus on sustainable operations and on helping our customers drive sustainable business models. And finally, a combined business will be more operationally flexible and quicker to respond to new opportunities and technologies. I will now hand the call over to Scott to walk through the rest of the presentation. Thanks, George. As you can see on slide 14, we anticipate modest pro forma adjusted EBITDA net leverage of approximately 2.1x as of October 31, 2024, with ample liquidity. Based on strong cash flow generation and our solid track record of paying down debt, we expect rapid deleveraging to approximately 1.5x in the medium term. Given this prudent capital structure, we will be well-positioned to accelerate future growth both organically and through value-creative acquisitions while remaining committed to returning capital to our shareholders as appropriate. Furthermore, we will continue to review and optimize our portfolio, which may provide additional liquidity, enhance the overall business, and drive further debt reduction. Overall, we believe we are well-positioned to continue delivering superior returns for our investors and shareholders. Turning to slide 15. Based on the diligence performed leading up to today's announcement, we've undertaken a preliminary operational review of and developed an integration plan for the combined business. We have a proven track record of successfully integrating acquired assets, realizing synergies, and driving operational change. Our team will implement lessons learned from prior acquisitions to ensure a smooth integration process. We will continue to refine this plan. We intend to complete approximately 50% of the integration within 12 months of closing the transaction. Importantly, we will place a strong focus on maintaining operational excellence and minimize any disruption to customers throughout this process. Our goal remains to ensure that we are delivering our customers a best-in-class offering. We feel confident that bringing these two teams together is the best way to achieve this. Slide 16 provides a high-level overview of the process from today's announcement through close, which we currently expect during the second half of calendar year 2024. Teleios, Tyman's largest shareholder, has provided an irrevocable undertaking to vote in favor of the transaction at the Tyman shareholder meetings. Teleios owns approximately 16.4% of Tyman shares outstanding. Teleios has undertaken to elect for the capped all-share alternative with respect to all of its shares in Tyman. We see that as a significant vote of confidence in the attractiveness of the enlarged Quanex business that we will create through this transaction. In addition to shareholder approval from Quanex and Tyman shareholders, closing will also be subject to customary regulatory approvals. I'll now hand the call back to George for closing comments. Thank you, Scott. In closing and on slide 17, I would like to reiterate how very excited we are to announce this acquisition of Tyman. While creating a leading global provider of engineered components with approximately $2 billion of revenue in 2023, this is a highly strategic transaction that will meaningfully enhance our financial profile and offer a significant value creation opportunity for our shareholders, all while maintaining a prudent balance sheet which allows us flexibility for future growth. Lastly, it is fully aligned with our bigger strategic roadmap, which we will continue to execute upon. With that operator, we would now like to open the line up for questions. Thank you. As a reminder, to ask a question at this time, please press star one one on your telephone and wait for your name to be announced. To withdraw your question, please press star one one again. We ask that you please limit yourself to one question and one follow-up question. One moment while we compile our Q&A roster. Our first question is going to come from the line of Reuben Garner with Benchmark. Your line is open. Please go ahead. Thank you. Good morning, everybody, and congrats on the deal, guys. Maybe to start the $30 million synergy estimate, can you talk to me about your confidence in achieving that? And then I noticed that there wasn't any manufacturing consolidation or anything like that. Are there opportunities to kind of leverage the different locations? I know you guys have been growing some of your businesses organically. Yeah, great question. It's great to do what have you. Yep, great question, Reuben. We've done a lot of work, and we've had our view on Tyman for a long time. We're extremely complementary businesses. In terms of our confidence in the ability to get the synergies, as we mentioned in the conversation, the process in the U.K. of identifying and then confirming and verifying the synergy estimates is pretty stringent. So we've spent an enormous amount of time, and obviously, are extremely confident in our ability to achieve these estimated synergies between our companies. In addition, and as Scott had mentioned, we've done this before. We've successfully integrated HL, the Woodcraft business. You go down through the small acquisition in terms of our LMI compounding business where we effectively purchased, integrated, and delevered within one full year. This is what we do, and we're extremely confident in our ability to do this again. Okay. And then it looks like Tyman has been a very strong free cash flow generator themselves recently, at least the last five, six, seven years. Can you talk about how this kind of changes your capital allocation and M&A strategy on a go-forward basis? Yeah. Short-term, I think the important thing to say here and another great question, Reuben, the structure of this deal and how we structured this as a combination of both cash and stock consideration was very important for us because no matter what deal we did that would be transformational, we always wanted to maintain the ability to have flexibility and capitalize on other opportunities on a go-forward basis. So I think the way we've structured this deal and coming out with a pro forma leverage of approximately 2.1x gives us exactly the ability to do that with bolt-ons. Obviously, the priority in year one will be to delever and work on the integration and capturing the synergies, but you can't always pick and choose when opportunities do arise. And something that's small, we will absolutely have the capacity and flexibility to do that. Great. Thanks. Congrats again, guys, and good luck going forward. Really appreciate it, Reuben. Thank you. One moment as we move on to our next question. Our next question is going to come from the line of Adam Thalhimer with Thompson Davis. Your line is open. Please go ahead. Hey, good morning, guys. Congrats on the transaction. Appreciate it. Thanks, Adam. Just a quick question on their customer base. Is it the same top five customers in the U.S.? Is the mix similar? And what have you heard from large customers about the combination? So as we look, and one of the reasons we've always felt like the Tyman business was a good fit for being a part of Quanex was the fact that our customer base is so similar. So although I can't get into the details of where we're at in terms of customer one, two, and three, I will tell you it's extremely complementary, which allows us to figure out ways to continue to provide better value for our customers. And it also allows us more confidence in getting those synergies. In terms of the conversations, we just announced this late in the night. I'm sure that we'll have a lot of time to talk, and we'll explain to our customers why. I suspect that there won't be many surprises because everyone understands the complementary nature of this business. In fact, in the past, when we were operated in separate companies, we've actually done joint marketing things together because we don't compete with one another in any other areas, but we serve the same customer base. So I don't think it will be a surprise in the marketplace. Yeah, it looks like a remarkable fit. Second question. Oh, it's a slight difference, but your operating margins, North American fenestration, are called 11%. Theirs are 13% in North America. Just curious why their margin profile is a touch higher. As we look at the businesses, one of the things and as we've talked about over multiple earnings calls over the last couple of years that as we look at acquisitions and potential targets, one of the things that we knew was going to be a key for us is we wanted to identify things that would be margin-accretive to us. Now, when you look at the product portfolio, I think the difference in margin really resides around the type of products in the mix that they have. Tyman has done a fantastic job of creating engineered product solutions that tend to be at a higher level in the chain. And whereas when you look at our North American business, although we have that as well, we've also got some products that are, I would say, more commoditized and maybe at the entry level. The mix of our product is probably a little more unfavorable than what we're acquiring. Part of the reason we, again, love this deal so much is because it would be accretive and is extremely complementary to us. Great. Thanks for the time. Thanks, Adam. Thank you. And one moment as we move on to our next question. And our next question is going to come from the line of Steven Ramsey with Thompson Research Group. Your line is open. Please go ahead. Good morning. Very interesting deal here. Wanted to ask, as you enter this period of applying cash flow to debt reductions, do you have a target for how long that will take? And does this mean you're taking share repurchases off the table during this timeframe? It seems to me your pro forma debt level is even conservative at 2x, and reaching that 1x certainly would enable a lot more options. Yeah. Clearly, we have a track record really over the past five years of using cash to pay down debt to get to a very healthy balance sheet. That is still the focus, probably even more so now. So you should expect us to continue to do that post-close. I think the medium-term target of 1.5x, we say medium-term, that just means it won't happen by the end of this fiscal year. But I think that's a very achievable target in the not-too-distant future. No. And to add to Scott, what we will do is this gives us the scale to continue to look at the entire portfolio, both businesses, find what's core. If something is deemed non-core, it gives us more flexibility to potentially divest. And as we said, we feel like we're in an extremely good position to be able to add to the portfolio with things that would be margin-accretive if those opportunities arise. So we feel very comfortable about the debt level, and we've always been a conservative company, so we'll get to where we need to be in a very short period of time. Then on your second piece on the stock repurchase program, we still have $68 million of authorization there, which is opportunistic in nature. There's no 10b5-1 in place. So we will continue to be opportunistic there. I mean, clearly, the focus is going to be paying down debt, but we will talk regularly with the board about capital allocation and how best to use our cash flow. Okay. That's helpful. And then second one, for me, this is clearly a big step on the journey to get bigger. When the journey started, as you started this plan, did you envision a large deal like this, maybe not this one in particular, but high level, did you foresee more smaller to midsize deals or larger ones? And then, as it's been alluded to already, looking out over the next four to five years as you continue down this path, are there bigger ones? Or Or again, do you expect smaller midsized ones? Great question. So as I mentioned in the earlier question, we've signaled our desire to grow over numerous earnings calls. And so laying out our strategy to the public has been very methodical and thoughtful, and we were trying to identify that, "Listen, we were looking to do something." Now, we've never gone into this with an idea of it's going to be this size or this size. What we have done, and I'm very proud of this team for exactly this, is we've stayed very true to our strategic roadmap. And we mentioned that we had specific things that we were looking for in any deal that we would do. LMI accomplished that. Tyman accomplishes all of these as well. So we're looking at, does it either add to our existing chain or take us into a new process or a new market that has a better growth profile than what we have today? Is it margin accretive? Does the culture and the safety aspect of what we're trying to do fit? So regardless of what the size of it was, that's what we would execute on. Listen, we've known Tyman, as I said, for many years, and we've always been impressed with what that leadership team has done and how they've grown and developed over the years too. So knowing each other as well as we do, we were able to identify and really highlight the cultures being so similar. We're just so excited to be able to do this. We think we're going to be able to create value for all four of our stakeholders. This will have benefits long-term for our shareholders. It's going to have benefits to our customers because we can continue to be quicker in response, develop new products, and provide better services. It gives opportunities for our employees to be a part of a bigger organization and give career path enhancements too. And then we both adhere to the goal of making improvements in the communities that we're located in. So for us, this was a no-brainer. That's very helpful. Thank you, guys. Appreciate it. Thank you. Thank you. One moment as we move on to our next question. Our next question is going to come from the line of Julio Romero with Sidoti & Company. Your line is open. Please go ahead. Thanks. Hey, good morning, George and Scott. Congratulations on the deal. Thank you. Good morning. Hey, guys. Can you maybe talk about the organic sales growth rate of the business in the last few years? I saw on slide seven, you have the last three years there, and I saw it's been somewhat declining. I'm sure there's noise there regarding price cost, and I'm not sure if there's any divestitures or maybe acquisitions there. Just any context you could add to Tyman's top-line performance the last few years and how we should think about the underlying organic growth rate, both on a historical and a go forward basis. In general, I would say the underlying organic growth rate, since we do serve same markets and have similar customers, is just like ours. So I would say low to mid-single digit market growth is what you expect. They did make a small acquisition last year. I think they had contribution from that acquisition for about half the year. So this year will be the first year where they will have full contribution from that one acquisition. The other thing that's probably impacted a little bit, they're weighted to European and international markets that are a little greater than ours. Obviously, those markets have been hit much harder than North America. So as we looked into it and we've done our diligence, we're very confident in their go forward growth model. We are confident that their modeling of the out years matches what we're looking at and very confident on what we can do together on a go forward basis as well. So we feel pretty comfortable with where they're at, where they've been, and where we're going. Okay. Got it. My second question would be just thinking about the in-market mix on a combined basis going forward, what does that look like in North America with regards to residential versus commercial going forward? And then secondly, in North America, on the residential portion, what does the new construction and repair and remodel split look like going forward? I think the markets served will be very similar. They have a little more commercial with some of their engineered security systems, the automated systems that serve a little more of the commercial market than we do. But we're, again, almost eerily similar in how we're structured. And again, that was one of the major points. So I don't think you'll see any significant or meaningful movements in the markets versus R&R versus new construction and then maybe a little more weighting to commercial. Excellent. Well, congrats again, guys. I'll hop back into queue. All right. Thanks. Thank you. Thank you. One moment as we move on to our next question. Our next question is going to come from the line of Jerome Bruno with Investec Bank. Your line is open. Please go ahead. Thank you very much. Great deal, guys. Congratulations. Thank you. Two questions, if I may. Do you see any divestment requirement from the regulators as you are highlighting the complementarity both in customer base and in product? And secondly, do you see any risk of flowback following completion given the fact that some U.K. shareholders might not be able to own a U.S.-listed stock? And therefore, why didn't you offer a full cash option like in a traditional mix and match fashion? Thank you. No. Both great questions. And I will handle the first one as it relates about any sort of regulatory divestment requirements. We've spent a lot of time looking at this. As you stated and as we've stated, we feel like our businesses are complementary, not competitive. There is virtually nil overlap in terms of what we do. So we wouldn't have gone into this if we felt like there were any concerns. And I would be extremely surprised if we run into any sort of regulatory concerns or forced divestiture. Yeah. And then on the potential flowback, yeah, clearly, that's something that we've looked into. We're confident in the merit of the acquisition, and we're confident in our ability to drive value for both Quanex and Tyman shareholders. We expect Tyman shareholders to see the benefits of the combined company and that many will choose to hold our shares to benefit from the upside. Understood. That's absolutely right. Thank you very much. Thank you. Thank you. One moment. We do have a follow-up question from the line of Julio Romero with Sidoti & Company. Your line is open again. Please go ahead. Hey. Thanks for taking the follow-up. Yeah. How should we think about modeling this with regards to Quanex's legacy business segments? Yeah. So more to follow on that, Julio, as we go through this integration process. That's something that we're talking about regularly. I think, as you know, since this transaction does involve the U.K.-listed target, we are restricted about some of the information that we can give right now and are not able to disclose or express anything outside of what's in that 2.7 announcement. So we'll continue to give more as we can, but there are some certain rules about what we can say and what we can't say right now. Gotcha. And then maybe the only other question I have, if you can answer it or not, is just thinking about the go forward CapEx for the company going forward. As we look at it, it's early in the transaction, I think. Both companies utilize relatively low amounts of CapEx. I don't see anything that significantly changes. But as we learn more about the company, there'll be more to come from that. So what I will say is that our intent is to continue to invest and grow both in organic and inorganic, continuing to support the manufacturing operations to push them to be world-class. And we will have the capability and the capacity to continue to invest in both of these go forward bases. So we plan to do exactly that. Great. Thanks very much, guys. Thank you. Thank you. And I'm showing no further questions at this time, and I would like to hand the conference back over to George Wilson for any further remarks. I would like to take a moment to thank you all for participating on the call and listening to us today. We're very excited about this opportunity on a go forward basis, look forward to creating value for our shareholders, and look forward to giving updates into the future. Thank you all. Thanks. This concludes today's conference call. Thank you for participating. You may now disconnect.