SRS Distribution Inc. entered into a definitive agreement to acquire GMS Inc. (NYSE:GMS) for $4.2 billion on June 29, 2025. Under the terms of the merger agreement, SRS will commence a cash tender offer to purchase all outstanding shares of GMS common stock for $110.00 per share. All of the outstanding shares of GMS that were not tendered in the tender offer will be converted into the right to receive the same $110.00 per share in cash offered to GMS shareholders in the tender offer. SRS expects to fund the transaction through cash on hand and debt. In case of termination of the transaction under certain circumstances, SRS has agreed to pay a termination fee of $230 million. In case of termination of the transaction under certain defined circumstances, GMS has agreed to pay SRS a termination fee of $147.5 million.

The transaction is subject to customary closing conditions, including regulatory approvals, the tender of a majority of the shares of GMS common stock then outstanding (on a fully diluted basis) and the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the Competition Act (Canada). The board of directors of GMS has unanimously approved the transaction. The board of directors of SRS has approved the transaction. The transaction is expected to close by the end of Home Depot?s current fiscal year (January 31, 2026). This transaction is expected to be accretive to adjusted EPS in the first year following closing, excluding synergies. As of July 14,2025, Subject to the terms and conditions of the merger agreement and the Offer, the Offer will expire at one minute after 11:59 p.m., Eastern Time, on Friday, August 8, 2025. August 7, 2025, the expiration time of the Offer is extended to one minute after 11:59 P.M., Eastern Time, on August 22, 2025. As of August 21, 2025, Antitrust Division of the U.S. Department of Justice has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in relation to the acquisition. As of August 25, 2025, Homedepot announced that the offer, has been extended until one minute after 11:59 p.m., Eastern time, on Wednesday, September 3, 2025. The tender offer may be extended further in accordance with the terms of the merger agreement and the applicable rules and regulations of the U.S. Securities and Exchange Commission. All other terms and conditions of the tender offer will remain unchanged during the extended period. As on August 29, 2025, Home Depot has received clearance from the Canadian Competition Bureau.

Jefferies LLC is acting as financial advisor and fairness opinion provider and W. Scott Ortwein, Justin R. Howard, Kyle G. Healy, Brittany Raway, Matt Strumph, Charlie Yates, Kerry Wenzel, Seth Buchwald, Doug Arnold, Brett Coburn, Scott Harty, John Snyder, Blake MacKay, Paul Nozick, Jordan Myers, Meredith Gage, David Teske, Abigail Cessna of Alston & Bird LLP and Richards, Layton & Finger, P.A. are acting as legal advisor to GMS. BofA Securities and J.P. Morgan Securities LLC served as financial advisors and Timothy C. Welch, Matthew D. Morton, Jannelle Marie Seales, Lyuba Goltser, Joseph M. Pari, Jessie Chiang, Michael Stein, Frank R. Adams, Amanda Rotkel, Paul J. Wessel, Olivia J. Greer, Max Scott, Rebecca Sivitz, Kristin Sanford, Megan A. Granger, Jeffrey H. Perry, Michelle Anne Sargent, Rob Meyer, Morgan Donoian MacBride and Michael J. Aiello, David R. Singh, Joe Pari, Megan Granger of Weil, Gotshal & Manges LLP served as legal counsel to The Home Depot, Inc., parent company of SRS, in connection with the transaction. D.F. King & Co., Inc. acted as the information agent for the tender offer. Broadridge Corporate Issuer Solutions, LLC served as Depository Bank to GMS on the transaction.