The Home Depot Announces Extension of Tender Offer to Acquire GMS Inc.
Home Depot (NYSE:HD) has announced the extension of its tender offer to acquire GMS Inc. at $110.00 per share in cash. The offer's expiration date has been extended from August 22, 2025, to September 3, 2025.
As of August 22, approximately 29,310,002 shares (representing 77% of outstanding shares) have been validly tendered. The acquisition remains subject to conditions, including the expiration of the Canadian Competition Act waiting period and tender of a majority of outstanding shares.
Home Depot (NYSE:HD) ha annunciato l'estensione dell'offerta pubblica d'acquisto per acquisire GMS Inc. a $110,00 per azione in contanti. La scadenza dell'offerta è stata prorogata dal 22 agosto 2025 al 3 settembre 2025.
Al 22 agosto sono state validamente presentate in offerta circa 29.310.002 azioni (corrispondenti al 77% del capitale in circolazione). L'acquisizione resta subordinata a condizioni, tra cui il termine del periodo di attesa previsto dal Canadian Competition Act e l'adesione della maggioranza delle azioni in circolazione.
Home Depot (NYSE:HD) ha anunciado la prórroga de su oferta pública de adquisición para comprar GMS Inc. a $110.00 por acción en efectivo. La fecha de vencimiento de la oferta se ha ampliado del 22 de agosto de 2025 al 3 de septiembre de 2025.
Al 22 de agosto se han presentado válidamente en la oferta aproximadamente 29.310.002 acciones (equivalentes al 77% de las acciones en circulación). La adquisición sigue estando sujeta a condiciones, incluida la finalización del periodo de espera según el Canadian Competition Act y la aceptación de la mayoría de las acciones en circulación.
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Home Depot (NYSE:HD) a annoncé la prolongation de son offre publique d'achat visant à acquérir GMS Inc. au prix de 110,00 $ par action en numéraire. La date d'expiration de l'offre a été reportée du 22 août 2025 au 3 septembre 2025.
Au 22 août, environ 29 310 002 actions (éԳٲԳ 77 % des actions en circulation) ont été valablement déposées. L'acquisition reste soumise à des conditions, notamment la fin de la période d'attente prévue par le Canadian Competition Act et le dépôt de la majorité des actions en circulation.
Home Depot (NYSE:HD) hat die Verlängerung seines Übernahmeangebots zur Übernahme von GMS Inc. zu $110,00 je Aktie in bar angekündigt. Die Angebotsfrist wurde vom 22. August 2025 auf den 3. September 2025 äԲ.
Stand 22. August wurden etwa 29.310.002 Aktien (das sind 77% der ausstehenden Aktien) gültig eingereicht. Der Abschluss der Übernahme steht weiterhin unter Vorbehalt, unter anderem der Ablauffrist nach dem Canadian Competition Act und der Einreichung der Mehrheit der ausstehenden Aktien.
- Strong shareholder support with 77% of shares already tendered
- Acquisition price of $110.00 per share offers premium to shareholders
- High tender participation indicates strong likelihood of deal completion
- Deal completion still subject to Canadian regulatory approval
- Extended timeline could indicate potential regulatory hurdles
- Additional extensions may be needed if conditions aren't met by new deadline
Insights
Home Depot's GMS acquisition progressing well with 77% shares tendered; awaiting Canadian regulatory approval.
Home Depot's tender offer extension for GMS Inc. represents standard procedure in the acquisition process rather than a cause for concern. With approximately
The extension from August 22 to September 3, 2025, appears primarily driven by pending regulatory clearance, specifically the waiting period under the Canadian Competition Act. This type of extension is routine in cross-border transactions involving regulatory reviews and doesn't signal any fundamental issues with the deal structure.
The high tender rate (77%) demonstrates strong shareholder support for the acquisition terms and suggests minimal resistance to the transaction. For context, most tender offers typically require just over 50% of shares to be considered successful, making the current 77% participation rate particularly robust.
The remaining conditions - regulatory approval and reaching the majority threshold - appear to be formalities at this stage. The Canadian regulatory review represents the final significant hurdle, with the majority threshold requirement already substantially exceeded. Home Depot is following standard M&A protocol by extending the deadline to accommodate the regulatory timeline while maintaining momentum toward closing.
The offer, which was previously scheduled to expire at one minute after 11:59 p.m., Eastern time, on Friday, August 22, 2025, has been extended until one minute after 11:59 p.m., Eastern time, on Wednesday, September 3, 2025.
The offer is being made pursuant to the terms of the previously announced merger agreement, dated June 29, 2025, by and among The Home Depot, Purchaser and GMS (the "merger agreement"). Consummation of the tender offer remains subject to, among other conditions, the expiration or termination of the applicable waiting period under the Canadian Competition Act and the tender, as of immediately prior to the expiration time, of a majority of the Shares then outstanding. The tender offer may be extended further in accordance with the terms of the merger agreement and the applicable rules and regulations of the
Broadridge Corporate Issuer Solutions, LLC, the depositary for the tender offer, has advised Purchaser that, as of 11:59 p.m., Eastern time, on Friday, August 22, 2025, approximately 29,310,002 Shares have been validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately
D.F. King & Co., Inc. is acting as the information agent for the tender offer. Requests for documents and questions regarding the tender offer may be directed to D.F. King & Co., Inc. by telephone, toll-free at (800) 331-7543 for shareholders, or collect at (212) 771-1133 for banks and brokers.
About The Home Depot
The Home Depot is the world's largest home improvement specialty retailer. At the end of the second quarter, the company operated more than 2,353 retail stores, over 800 branches and more than 325 distribution centers that directly fulfill customer orders across all 50 states, the
Additional Information and Where to Find It
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities of GMS Inc. ("GMS"). The Home Depot, Inc. ("The Home Depot") and its indirect, wholly owned subsidiary, Gold Acquisition Sub, Inc., have filed a tender offer statement on Schedule TO with the
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, The Home Depot and GMS each file annual, quarterly and current reports and other information with the SEC. The Home Depot and GMS's filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained herein constitute "forward-looking statements" as defined in the federal securities laws. Forward-looking statements are based on currently available information and current assumptions, expectations and projections of The Home Depot (collectively with its subsidiaries unless the context otherwise indicates, the "Company") about future events, and may use words such as "may," "will," "could," "should," "would," "anticipate," "intend," "estimate," "project," "plan," "believe," "expect," "target," "prospects," "potential," "commit," and "forecast" or words of similar import or meaning or refer to future time periods. Forward-looking statements may relate to, among other things, the proposed acquisition of GMS (the "potential acquisition"); the potential benefits of the potential acquisition, including with respect to future financial performance; the anticipated timing of closing of the potential acquisition (including to obtain necessary regulatory approvals); and the anticipated funding for the potential acquisition. Forward-looking statements are subject to substantial risks and uncertainties, including, but not limited to, the following: the possibility that the potential acquisition does not close on the anticipated timeframe or at all (including failure to obtain necessary regulatory approvals and uncertainties as to how many of GMS's stockholders will tender their shares in the tender offer); risks related to the ability to realize the anticipated benefits of the potential acquisition, including the possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the potential acquisition making it more difficult to maintain business and operational relationships; negative effects of announcing the potential acquisition or the consummation of the potential acquisition on the market price of the Company's or GMS's common stock, credit ratings or operating results or on relationships with customers, suppliers and other counterparties; significant costs associated with the potential acquisition; unknown liabilities; the risk of litigation and/or regulatory actions related to the potential acquisition; the demand for the Company's or GMS's products and services, including as a result of macroeconomic conditions and changing customer preferences and expectations; the effects of competition; the Company's brand and reputation; implementation of interconnected retail, store, supply chain, technology innovation and other strategic initiatives, including with respect to real estate; inventory and in-stock positions; the state of the economy; the state of the housing and home improvement markets; the state of the credit markets, including mortgages, home equity loans, and consumer and trade credit; the impact of tariffs, trade policy changes or restrictions, or international trade disputes and efforts and ability to continue to diversify the Company's supply chain; issues related to the payment methods the Company accepts; demand for credit offerings including trade credit; management of relationships with the Company's associates, jobseekers, suppliers and service providers; cost and availability of labor; costs of fuel and other energy sources; events that could disrupt the Company's business, supply chain, technology infrastructure, or demand for the Company's products and services, such as tariffs, trade policy changes or restrictions or international trade disputes, natural disasters, climate change, public health issues, cybersecurity events, labor disputes, geopolitical conflicts, military conflicts, or acts of war; the Company's ability to maintain a safe and secure store environment; the Company's ability to address expectations regarding sustainability and human capital management matters and meet related goals; continuation or suspension of share repurchases; future dividends; capital allocation and expenditures; liquidity; return on invested capital; expense leverage; changes in interest rates; changes in foreign currency exchange rates; commodity or other price inflation and deflation; the Company's ability to issue debt on terms and at rates acceptable to the Company; the impact and expected outcome of investigations, inquiries, claims, and litigation, including compliance with related settlements; the challenges of operating in international markets; the adequacy of insurance coverage; the effect of accounting charges; the effect of adopting certain accounting standards; the impact of legal and regulatory changes, including executive orders and other administrative or legislative actions, such as changes to tax laws and regulations; store openings and closures; and the impact of other acquired companies on the Company's organization and the ability to recognize the anticipated benefits of any other completed or pending acquisitions.
These statements are not guarantees of future performance and are subject to future events, risks and uncertainties � many of which are beyond the Company's control, dependent on the actions of third parties, or currently unknown to the Company � as well as potentially inaccurate assumptions that could cause actual results to differ materially from the Company's historical experience and its expectations and projections. These risks and uncertainties include, but are not limited to, those described in Part I, Item 1A. "Risk Factors," and elsewhere in the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2025 and also as described from time to time in reports subsequently filed by the Company with the SEC. There also may be other factors that the Company cannot anticipate or that are not described herein, generally because the Company does not currently perceive them to be material. Such factors could cause results to differ materially from the Company's expectations. Forward-looking statements speak only as of the date they are made, and the Company does not undertake to update these statements other than as required by law. You are advised, however, to review any further disclosures the Company makes on related subjects in its filings with the Securities and Exchange Commission and in its other public statements.
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SOURCE The Home Depot