The Home Depot and U.S. Home Systems Close Merger Transaction

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Oct 29, 2012, 08:31 ET

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 held on October 26. As a result of the merger, USHS became an indirect wholly-owned subsidiary of The Home Depot.

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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 close on October 26 and 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 certificates.

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.

Forward-Looking Statements
Certain statements contained in this press release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E 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