HD Supply Holdings, Inc. Announces Agreement to be Acquired by The Home Depot, Inc.
16 Novembro 2020 - 10:02AM
HD Supply Holdings, Inc. (NASDAQ: HDS), one of the largest
wholesale distributors in North America, today announced that The
Home Depot, Inc., the world's largest home improvement retailer,
has entered into a definitive agreement to acquire HD Supply. Under
the terms of the agreement, The Home Depot, Inc. has agreed to
commence a tender offer, through a wholly-owned subsidiary, to
acquire all of the outstanding shares of HD Supply common stock for
$56 per share in cash. The Boards of Directors of both The Home
Depot, Inc. and HD Supply have unanimously approved the terms of
the agreement, and the Board of Directors of HD Supply has resolved
to recommend that shareholders accept the offer, once it is
commenced. The acquisition is structured as an all-cash tender
offer for all outstanding issued common stock of HD Supply followed
by a merger in which remaining shares of HD Supply would be
converted into the same U.S. dollar per share consideration as in
the tender offer. The acquisition is expected to be completed
during The Home Depot, Inc.’s fiscal fourth quarter, which ends on
January 31, 2021 and is subject to applicable regulatory approval
and customary closing conditions.
"The Board and I believe the strategic acquisition by The Home
Depot, Inc. will create significant benefits for our customers,
associates, and shareholders,” stated Joe DeAngelo, Chairman and
CEO of HD Supply. “We look forward to working together to deliver
the safest, most dependable and innovative customer experience to
the living space maintenance professional."
Advisors
Goldman Sachs & Co. LLC is acting as financial advisors and
Jones Day is acting as legal advisor to HD Supply in connection
with the transaction.
About The Home Depot, Inc.
The Home Depot, Inc. is the world's largest home improvement
specialty retailer, with 2,295 retail stores in all 50 states,
the District of Columbia, Puerto Rico, U.S. Virgin
Islands, Guam, 10 Canadian provinces and Mexico. In
fiscal 2019, The Home Depot, Inc. had sales of $110.2
billion and earnings of $11.2 billion. The Company
employs more than 400,000 associates. The Home Depot, Inc.'s stock
is traded on the New York Stock Exchange (NYSE: HD) and is
included in the Dow Jones industrial average and Standard &
Poor's 500 index.
About HD Supply
HD Supply is one of the largest wholesale distributors in North
America. The company provides a broad range of products and
value-add services to approximately 300,000 customers with
leadership positions in the living space maintenance, repair and
operations sector. Through approximately 44 distribution centers,
across 25 states and two Canadian provinces, the company's
approximately 5,500 associates provide localized, customer-tailored
products, services and expertise. For more information, visit
www.hdsupply.com.
Additional Information
The tender offer described herein has not yet commenced. This
document is for informational purposes only and is neither an offer
to purchase nor a solicitation of an offer to sell any common stock
of the Company or any other securities. On the commencement date of
the tender offer, a tender offer statement on Schedule TO,
including an offer to purchase, a letter of transmittal and related
documents, will be filed with the United States Securities and
Exchange Commission (the “SEC”) by The Home Depot, Inc. and
Coronado Acquisition Sub Inc., and a solicitation/recommendation
statement on Schedule 14D-9 will be filed with the SEC by
the Company. The offer to purchase common stock of the Company will
only be made pursuant to the offer to purchase, the letter of
transmittal and related documents filed as a part of the Schedule
TO. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. STOCKHOLDERS OF
THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
THAT SUCH STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING TENDERING THEIR SHARES. Investors and security holders
may obtain a free copy of these statements (when available) and
other documents filed with the SEC at the website maintained by the
SEC at www.sec.gov or by directing such requests to the information
agent for the tender offer that will be named in the tender offer
statement on Schedule TO. Copies of the documents filed with the
SEC by the Company, including the solicitation/recommendation
statement on Schedule 14D-9, will be available free of charge on
the Company’s internet website at
https://ir.hdsupply.com/investors.
Forward-Looking Statements
This document, including the exhibits attached hereto and
incorporated herein, contains forward-looking statements. Any
statements that are not statements of historical fact are
forward-looking statements. Generally, these statements may be
identified by the use of words such as “expect,” “intend,”
“anticipate,” “believe,” “estimate,” “potential,” “should” or
similar words. These forward-looking statements are based on a
number of assumptions that could ultimately prove inaccurate.
Forward-looking statements made herein with respect to the tender
offer, the acquisition and related transactions, including, for
example, the timing of the completion of the acquisition and the
potential benefits of the acquisition , reflect the current
analysis of existing information and are subject to various risks
and uncertainties. As a result, caution must be exercised in
relying on forward-looking statements. Due to known and unknown
risks, the Company’s actual results may differ materially from its
expectations or projections. The following factors, among others,
could cause actual plans and results to differ materially from
those described in forward-looking statements: (i) uncertainties as
to the timing of the tender offer and the acquisition; (ii)
uncertainties as to how many Company stockholders will tender their
shares in the tender offer; (iii) the possibility that competing
acquisition proposals will be made; (iv) the possibility that the
Company will terminate the acquisition agreement to enter into an
alternative transaction; (v) the possibility that various closing
conditions for the transactions contemplated by the acquisition
agreement may not be satisfied or waived; (vi) the risk that the
acquisition agreement may be terminated in circumstances requiring
the Company to pay a termination fee; (vii) the potential impact of
the announcement or consummation of the proposed transactions on
the Company’s relationships, including with employees, suppliers
and customers; and (viii) the other factors and financial,
operational and legal risks or uncertainties described in the
Company’s public filings with the SEC, including the “Risk Factors”
sections of the Company’s Annual Report on Form 10-K for the fiscal
year ended February 2, 2020 and subsequent Quarterly Reports on
Form 10-Q, as well as the tender offer materials filed and to be
filed by The Home Depot, Inc. and Coronado Acquisition Sub Inc. in
connection with the tender offer and the
solicitation/recommendation statement to be filed by the Company.
The Company disclaims any obligation or undertaking to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
Investor and Media Contact:Charlotte
McLaughlinHD Supply Investor
Relations770-852-9100InvestorRelations@hdsupply.com
Charlotte.McLaughlin@hdsupply.com
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