#USA #Atlanta #The Home Depot #HSR Act #GMS Inc.

The Home Depot Resubmits Antitrust Filing and Extends Tender Offer for GMS Inc.

On August 7, 2025, The Home Depot® made a significant announcement regarding its acquisition plans for GMS Inc. The company has officially withdrawn and refiled its Premerger Notification and Report Form in accordance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"). This step aims to provide the Antitrust Division of the U.S. Department of Justice with additional time for review, emphasizing The Home Depot's commitment to complying with all regulatory standards as they move forward with the acquisition.

This refiled notification comes after the initial submission was made on July 21, 2025. As part of this regulatory process, the waiting period, which is required for antitrust evaluations, has reset and will now conclude at 11:59 PM Eastern Time on August 22, 2025. This delay triggers an extension of the previously scheduled tender offer for GMS's shares, moving the expiration from August 8, 2025 to the new deadline on August 22.

The tender offer is valued at $110.00 per share, in cash, without interest, contingent on meeting various regulatory conditions stipulated in the merger agreement that was established on June 29, 2025. The Home Depot aims to purchase all outstanding shares of GMS Inc. through its wholly owned subsidiary, Gold Acquisition Sub, Inc. ("Purchaser").

As of August 6, 2025, it was reported that approximately 13,208,330 shares had already been validly tendered, accounting for about 34.7% of GMS's outstanding shares. Current stockholders who have already submitted their shares are assured that they do not need to take any further action due to this extension, and all other terms of the tender offer will remain unchanged.

In an effort to clarify the process for shareholders, D.F. King & Co., Inc. has been appointed as the information agent for the tender offer. They can be contacted for documents and inquiries related to the tender offer via toll-free telephone at (800) 331-7543 or collect at (212) 771-1133 for banks and brokers.

About The Home Depot

The Home Depot stands as the largest home improvement specialty retailer globally. With an extensive network of over 2,350 retail outlets, over 800 branches, and more than 325 distribution centers, The Home Depot effectively manages customer orders across all states in the U.S., the District of Columbia, Puerto Rico, the U.S. Virgin Islands, Guam, 10 provinces in Canada, and Mexico. The company boasts a workforce of over 470,000 associates and is traded publicly on the New York Stock Exchange under the ticker symbol "HD," prominently featured in the Dow Jones Industrial Average and the S&P 500 index.

Important Information for GMS Shareholders

The press release clarifying the tender offer serves strictly for informational purposes and does not represent an offer to purchase or solicit offers for GMS securities. Both The Home Depot and GMS have necessary filings with the U.S. Securities and Exchange Commission (SEC) regarding this tender offer. GMS stockholders are encouraged to read these documents, as they contain vital information for making informed decisions about their shares.

These documents include an Offer to Purchase by The Home Depot, accompanied by a related Letter of Transmittal and additional documents, while GMS will provide a Solicitation/Recommendation Statement to help shareholders in their decision-making process regarding the tender offer. All relevant materials can be accessed at no cost via the SEC's website, ensuring shareholders have free and easy access to all necessary documentation related to the transaction. The GMS website and The Home Depot’s investor relations webpage also provide additional information and copies of SEC filings, what’s vital when considering whether to tender their shares.

Cautionary Note

As part of the company's disclosures, The Home Depot has indicated that certain statements made during this announcement fall under forward-looking statements per federal securities laws. These statements, concerning the anticipated acquisition, may be affected by numerous uncertainties concerning regulatory approvals, shareholdings, and market conditions, making them subject to change. The Home Depot will continue to update stakeholders as necessary while complying with all regulatory requirements and maintaining transparency throughout the acquisition process.