QXO proposes to acquire GMS Inc. for $95.20 per share in cash

QXO, Inc. (QXO) sent a proposal to the President and CEO of GMS Inc. (GMS) to acquire all outstanding shares of GMS for $95.20 per share in cash. The proposal implies a total transaction value of approximately $5B and reflects a 27% premium over GMS’s 60-day volume-weighted average price of $74.82. QXO also stated: “We are prepared to move quickly with two weeks of confirmatory due diligence, including management meetings, while we negotiate definitive transaction documentation. We are prepared to enter into a customary confidentiality agreement so long as it does not contain any standstill provision or “backdoor” standstill provision that would prevent us from taking the Offer directly to your shareholders, including as a result of us receiving material non-public information. We have retained Goldman Sachs and Morgan Stanley as our financial advisors and Paul, Weiss as our legal counsel. Following the acquisition of Beacon, QXO is now the largest publicly traded distributor of roofing, waterproofing and complementary building products in the United States. We plan to become the leader in the $800 billion building products distribution industry and generate outsized value for shareholders. We are executing a strategy toward a target of $50 billion in annual revenues within the next decade through accretive acquisitions and organic growth. We have the full support of our Board of Directors to pursue the Transaction. Our leadership team is highly experienced and has a proven track record of building businesses, accelerating growth through investment in technology and building scale through accretive M&A and organic growth. We also have the institutional knowledge and transaction experience to consummate the Transaction expeditiously.”