Exhibit (a)(1)(E)
This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made solely pursuant to the Offer to Purchase, dated July 14, 2025, and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of Shares. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such jurisdiction. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser (as defined below) by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
GMS INC.
a Delaware corporation
at
$110.00 PER SHARE
Pursuant to the Offer to Purchase dated July 14, 2025
by
GOLD ACQUISITION SUB, INC.,
an indirect wholly owned subsidiary of
THE HOME DEPOT, INC.
Gold Acquisition Sub, Inc., a Delaware corporation (“Purchaser”) and an indirect, wholly owned subsidiary of The Home Depot, Inc., a Delaware corporation (“The Home Depot”), is offering to purchase, subject to certain conditions, including the satisfaction of the Minimum Condition, as described below, any and all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of GMS Inc., a Delaware corporation (“GMS”), at a price of $110.00 per Share in cash, without interest and subject to any required withholding of taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 14, 2025 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitutes the “Offer”).
Stockholders of record who tender directly to Broadridge Corporate Issuer Solutions, LLC (the “Depositary”) will not be obligated to pay brokerage fees, commissions or similar expenses or, except as otherwise provided in the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, dealer, commercial bank, trust company or other nominee should consult with such institution as to whether it charges any service fees or commissions.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., EASTERN TIME, ON FRIDAY, AUGUST 8, 2025, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.
The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of June 29, 2025 (as it may be amended from time to time, the “Merger Agreement”), among GMS, The Home Depot, and Purchaser. The Merger Agreement provides, among other things, that, unless otherwise agreed in writing by The Home Depot and GMS, after the Offer Closing (as defined below), but on the date thereof, subject to the satisfaction or waiver of certain conditions (and, if such conditions are not satisfied or waived by such date, then no later than the first business day on which such conditions are satisfied or waived), Purchaser will be merged with and into GMS (the “Merger”) without a vote of the stockholders of GMS in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with GMS continuing as the surviving corporation in the Merger. At the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time (other than any Shares held by The Home Depot, Purchaser, GMS (as treasury shares or otherwise) or any of their respective wholly owned subsidiaries (other than Purchaser), Shares that were tendered and irrevocably accepted for purchase in the Offer, or Shares in respect of