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Usg Knauf Merger Agreement

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, with respect to management`s expectations regarding future terms, including, but not limited to, statements regarding the merger, including the expected date and completion of the merger, shareholder approval of the merger agreement paves the way for the , on October 2, of the previously declared conditional special dividend of $0.50 per share of USG`s common share (the « special dividend »). , 2018. The special conditional dividend is paid to USG common shareholders on the record date of August 21, 2018 (subject to invoice trading, as shown below). IPHOFEN, Germany – CHICAGO— (BUSINESS WIRE) -Apr 18, 2019-USG Corporation (NYSE: USG) and Gebr. Knauf KG (« Knauf ») announced today that all necessary regulatory approvals and approvals were available to complete Knauf`s previously announced acquisition of USG. Due to national holidays in Germany on 19 and 22 April, the merger is expected to be completed on 24 April 2019, pending the usual closing requirements. IPHOFEN, Germany – CHICAGO—Knauf KG (« Knauf ») and USG Corporation (NYSE:USG) (« USG ») announced today that they have reached a final agreement that Knauf will acquire all outstanding shares of USG in a transaction worth approximately $7.0 billion. Under the terms of the agreement, USG shareholders will receive $44.00 per share, consisting of $43.50 per share in cash payable at the close of the transaction, and a special dividend of $0.50 per share that would be paid after shareholders agreed to the transaction. The price represents a 31% increase on UsG`s unaffected closing price of $33.51 and a 36% increase over the average closing price of $32.36 for the previous 12-month period, March 23, 2018 and an adjusted EBITDA multiple of approximately USG 11.6x for the 12 months to March 31, 2018. The transaction was unanimously approved by the USG Board of Directors. Berkshire Hathaway has agreed to vote for its shares in the transaction. As of June 11, 2018, Berkshire Hathaway and its subsidiaries hold approximately 31% of USG`s issued and outstanding shares. At the time of the merger, USG shareholders receive $43.50 in cash, interest-free and taxable.

The final reflection is in addition to the special dividend of $0.50 per share of USG`s common stock, previously paid to record stockholders on October 2, 2018 on the closing date of August 21, 2018. CHICAGO-(BUSINESS WIRE)-USG Corporation (NYSE: USG) (« USG » or « the company ») announced that USG shareholders voted in favour of the adoption of the agreement and the proposed merger (the « merger agreement ») with Gebr at the company`s special meeting of shareholders today. Knauf KG (« Knauf »), dated June 10, 2018. « It has been a great privilege to serve as President and CEO of USG, and I am very proud of the work of the USG team in guiding our strategy towards customer needs and accelerating innovation, » said Scanlon. Once the merger is complete, our shareholders will realize significant and certain value, and our employees and customers will benefit from the creation of a world leader in building materials that will use two highly complementary companies to better meet the needs of our customers. Until the conclusion of the transaction at USG. Upon graduation, I will continue to work for innovation in the construction industry and to promote training in science and research to expand opportunities for talented manufacturing students. With respect to personal income tax in the United States, the conditional incremental dividend is considered a dividend to the extent that it is paid until the end of the 2018 taxable year from the current or cumulative profits and profits of the USG, as expected for the United States.