Icynene U.S. Holding Corp. and Lapolla Industries Inc. announced that they have entered into a definitive merger agreement under which Icynene will acquire all the outstanding shares of Lapolla. The transaction is valued at approximately $160 million, including net debt.

Under the terms of the agreement, stockholders of Lapolla will receive $1.03 in cash for each share of Lapolla that they own. The transaction was unanimously approved by Lapolla's board of directors and, following Lapolla's entry into the agreement, Lapolla stockholders holding approximately 78 percent of Lapolla's issued and outstanding voting shares executed a written consent approving the merger agreement and the transaction.

The transaction will combine Icynene, a Mississauga, Ontario Canada-based manufacturer and distributor of high performance, one step spray foam polyurethane foam insulation products, with Lapolla, a Houston-headquartered global supplier and maker of SPF products. Together, the combined company's energy-conserving SPF insulation products will serve a wide range of new residential, commercial, remodeling, and specialty non-construction insulation project needs in North America and globally.

"Icynene is thrilled to partner with Doug Kramer, the President and CEO of Lapolla, and his team as Icynene and Lapolla combine businesses to create an innovative leader in high yield SPF manufacturing and distribution," said Mark Sarvary, chief executive officer of Icynene. "Consumers are increasingly turning to high quality spray foam that forms an effective air barrier to meet their energy saving insulation needs. Together, as one company, Lapolla and Icynene will have more resources to fully serve our respective customers and positions both companies for long-term, sustained growth."

"During the past several months, Lapolla conducted an extensive review of strategic opportunities to enhance value for our stockholders and Lapolla is happy to have reached this agreement with Icynene, which delivers a significant premium to Lapolla's stockholders," said Mr. Kramer, who will remain with the company.

"This is an exciting time in the insulation industry and Lapolla couldn't be more pleased to join with Icynene, a combination that brings together two leading SPF brands, and work together to bring downstream value to Lapolla's and Icynene's mutual associates, team members, customers and consumers," said Kramer. "Mark and I look forward to bringing our complimentary experience together to strengthen our combined business".

The acquisition is subject to customary closing conditions, including receipt of regulatory approvals.

Houlihan Lokey served as the exclusive financial advisor to Lapolla in connection with the transaction.