
Core Viewpoint - The Ademi Firm is investigating GMS for potential breaches of fiduciary duty and other legal violations related to its transaction with Home Depot [1][3]. Group 1: Transaction Details - In the tender offer transaction, GMS shareholders will receive $110 per share, leading to a total equity value of approximately $4.3 billion and an implied total enterprise value of around $5.5 billion [2]. - GMS insiders are set to receive significant benefits as part of the change of control arrangements [2]. Group 2: Board Conduct and Shareholder Rights - The transaction agreement imposes significant penalties on GMS for accepting competing bids, which may limit the company's ability to explore better offers [3]. - The investigation focuses on whether the GMS board of directors is fulfilling their fiduciary duties to all shareholders amidst these limitations [3].