NEW YORK: QXO, Inc. (NYSE: QXO) announced Thursday it has submitted a proposal to acquire all outstanding shares of GMS Inc. (NYSE: GMS) in an all-cash transaction valued at approximately $5 billion, offering $95.20 per share — a 27% premium over GMS’s 60-day volume-weighted average price.
Brad Jacobs, QXO’s chairman and chief executive, said the proposal delivers “immediate and certain value” to GMS shareholders and allows them to “realize the full value of their shares in a single, decisive transaction.”
In a detailed letter sent to GMS’s leadership, QXO emphasized its long-standing interest in the building products distributor and outlined the strategic rationale behind the bid. The offer follows over a year of analysis and a recent meeting between executives in New York.
Citing GMS’s strong market presence in wallboard, ceiling tile and steel framing, QXO nonetheless pointed to what it described as ongoing financial underperformance. The letter detailed multiple concerns, including a 4% annual decline in EBITDA over the past three years, a 26% drop in EBITDA margins since FY2022, and consistent earnings misses over recent quarters. The company’s stock has reportedly underperformed the S&P 500 by nearly 19 percentage points in the past 12 months.
QXO’s proposal represents a 29% premium over GMS’s share price as of May 22, 2025 — the day of the executive meeting — and a 19% premium over the median analyst price target. The offer also reflects a 2.9x premium to GMS’s historical average EV/EBITDA multiple.
Despite GMS’s stock jumping 11% on the day of its latest earnings announcement — its largest one-day gain — QXO asserted the company’s financial deterioration continues, citing revenue, EBITDA and EPS reductions, as well as weak forward guidance across core housing and commercial markets.
QXO said its financing is fully committed, with backing from Goldman Sachs and Morgan Stanley, and no regulatory or antitrust concerns are expected. The company expressed readiness to complete due diligence and finalize an agreement within weeks, aiming for an August close.
Following its recent acquisition of Beacon Roofing Supply, QXO has emerged as the largest publicly traded distributor of roofing and building envelope products in the U.S. The company aims to reach $50 billion in annual revenues over the next decade through acquisition and organic expansion.
QXO said it would proceed directly to shareholders if GMS’s board does not engage by June 24.