The Ademi Firm is investigating GMS (Nasdaq: GMS) for possible breaches of fiduciary duty and other violations of law in its transaction with Home Depot.
In the tender offer transaction, shareholders of GMS will receive $110 per share, reflecting a total equity value of approximately $4.3 billion and implying a total enterprise value (including net debt) of approximately $5.5 billion.
GMS insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for GMS by imposing a significant penalty if GMS accepts a competing bid. We are investigating the conduct of the GMS board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.