The Home Depot and U.S. Home Systems Close Merger Transaction
DALLAS and ATLANTA, Oct. 29, 2012
DALLAS and ATLANTA, Oct. 29, 2012 /PRNewswire/ --The Home Depot®, the world's
largest home improvement retailer, and U.S. Home Systems, Inc. ("USHS"), today
announced the completion of the merger of USHS with an indirect wholly-owned
subsidiary of The Home Depot. The merger was approved by the stockholders of
USHS at a special meeting heldon October 26. As a result of the merger, USHS
became an indirect wholly-owned subsidiary of The Home Depot.
(Logo: http://photos.prnewswire.com/prnh/20030502/HOMEDEPOTLOGO )
USHS, based in Irving, Texas, is currently an exclusive provider of kitchen
and bath refacing products and services as well as closet and garage
organizational systems to The Home Depot.
"The Home Depot has had a long-standing relationship with USHS. By formally
bringing USHS into The Home Depot family, we expect to further enhance our
customers' home service experience," said Kevin Hofmann, senior vice
president-Home Services, The Home Depot.
"The USHS board of directors conducted a thorough review of the company's
alternatives to enhance stockholder value, and we are pleased that this
transaction appropriately recognizes the value of USHS' relationships and
solutions, while providing our stockholders with an attractive cash premium
for their investment," said Murray H. Gross, president, CEO & chairman, USHS.
As a result of the merger USHS' common stock ceased trading on the NASDAQ
Global Market at market closeon October 26and its shares will no longer be
listed. Stockholders who hold shares through a bank or broker will not have
to take any action to have their shares converted into cash, since these
conversions will be handled by the bank or broker. Stockholders who hold
certificates can surrender their certificates for $12.50 per share in cash,
without interest, through the paying agent for the merger, Wells Fargo Bank,
N.A. Wells Fargo Bank, N.A will be sending out a letter of transmittal and
instructions to registered stockholders in the next several days regarding
specific actions they will need to take to surrender their shares for the
merger consideration. USHS' stockholders of record should wait until they
receive the letter of transmittal before surrendering their share
About The Home Depot
The Home Depot is the world's largest home improvement specialty retailer,
with 2,250 retail stores in all 50 states, the District of Columbia, Puerto
Rico, U.S. Virgin Islands, Guam, 10 Canadian provinces and Mexico. In fiscal
2011, The Home Depot had sales of $70.4 billion and earnings of $3.9 billion.
The company employs more than 300,000 associates. The Home Depot'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 U.S. Home Systems, Inc.
U.S. Home Systems, Inc. manufactures or procures, designs, sells and installs
custom quality specialty home improvement products. The company's product
lines include kitchen cabinet refacing products utilized in kitchen
remodeling, bathroom tub liners and wall surround products utilized in
bathroom remodeling, and storage organization systems for closets and garages.
The company manufactures its own cabinet refacing products and bathroom
cabinetry. The company employs more than 1,000 associates and operates a
nationwide network of over 40 branch offices.
Certain statements contained in this press release contain forward-looking
statements within the meaning of Section27A of the Securities Act of 1933, as
amended, and Section21E of the Securities Exchange Act of 1934, as amended.
All statements, other than statements of historical facts, including, among
others, statements regarding the anticipated acquisition of USHS by The Home
Depot, are forward-looking statements. Those statements include statements
regarding the intent, belief or current expectations of USHS and The Home
Depot and members of their respective management teams, as well as the
assumptions on which such statements are based, and generally are identified
by the use of words such as "may," "will," "seeks," "anticipates," "believes,"
"estimates," "expects," "plans," "intends," "should" or similar expressions.
Forward-looking statements are not guarantees of future performance and
involve risks and uncertainties that actual results may differ materially from
those contemplated by such forward-looking statements. Many of these factors
are beyond USHS' and The Home Depot's ability to control or predict. Such
factors include, but are not limited to, any conditions imposed in connection
with the merger, approval of the merger agreement by USHS' stockholders, the
satisfaction of various other conditions to the closing of the merger
contemplated by the merger agreement, and other factors discussed in USHS' and
The Home Depot's Annual Reports on Form 10-K for the fiscal years ended
December 31, 2011 and January 29, 2012, respectively, USHS' Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2012, and their other
respective filings with the Securities and Exchange Commission (the "SEC").
These risks and uncertainties should be considered in evaluating any
forward-looking statements contained herein.
SOURCE The Home Depot
Contact: The Home Depot: Financial Community: Diane Dayhoff, Vice President of
Investor Relations, +1-770-384-2666, firstname.lastname@example.org, or News
Media: Paula Drake, Director of Corporate Communications, +1-770-384-3439,
email@example.com; or U.S. Home Systems, Inc.: Murray H. Gross,
Chairman & CEO, firstname.lastname@example.org, +1-214-488-6300
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