TopBuild Corp. - US89055F1030 - Слияние

АО "ФИНАМ" сообщает, что поступила информация от НРД НКО АО о корпоративном действии «Слияние»

Обновление от 19.06.2026:

Поступила дополнительная информация.
Поступили дополнительные материалы к КД.
 

NOTE/NO LEGAL DOCUMENTATION TO BECOMPLETEDCAED/MERGER WITH ELECTION

--------------- EVENT DETAILS -------------------
UPDATE 18/06/2026: TAX INFORMATION
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THIS EVENT FALLS WITHIN SECTION 302 OF THE US INTERNAL REVENUE
CODE. THIS MEANS THAT BY DEFAULT A 30 PERCENT US DIVIDEND
WITHHOLDING TAX WILL BE DEDUCTED ON THE EXPECTED PROCEEDS BY
EUROCLEAR BANK'S DEPOSITORY AS US WITHHOLDING AGENT. IF HOWEVER
PARTICIPANTS PROVIDE THE BELOW-MENTIONED CERTIFICATION WITHIN 50
CALENDAR DAYS OF THE PAYMENT OF THE PROCEEDS, THE EVENT WILL BE
TREATED AS A DISTRIBUTION IN EXCHANGE FOR STOCK AND THUS AS A
TAX-EXEMPT CAPITAL GAIN IN THE HANDS OF NON-US BENEFICIAL OWNERS.
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CONDITIONS TO CLAIM EXEMPT CAPITAL GAINS TAX TREATMENT
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A BENEFICIAL OWNER WHICH IS PROPERLY DOCUMENTED AS A NON-RESIDENT
ALIEN FOR US TAX PURPOSES MAY CLAIM EXEMPT CAPITAL GAINS
TREATMENT IF THEY CERTIFY THAT, AS A CONSEQUENCE OF THE SECTION
302 EVENT, EITHER:
(I) THEIR PROPORTIONATE INTEREST IN THE DISTRIBUTING COMPANY HAS
REDUCED,
(II) THEIR INTEREST IN THE DISTRIBUTING COMPANY HAS BEEN
COMPLETELY TERMINATED.
.
IF NEITHER OF THE ABOVE TESTS IS SATISFIED, THE BENEFICIAL OWNER
WILL BE TREATED AS HAVING RECEIVED A TAXABLE DIVIDEND TO THE
EXTENT OF THE OWNER'S ALLLOCABLE PORTION OF THE CURRENT AND
ACCUMULATED EARNINGS AND PROFITS OF THE COMPANY, AS DETERMINED
FOR US FEDERAL TAX PURPOSES.
.
HOW TO APPLY FOR A TAX REFUND IF THE BENEFICIAL OWNER IS ELIGIBLE
TO CLAIM EXEMPT CAPITAL GAINS TAX TREATMENT:
.
IN ORDER TO CLAIM CAPITAL GAINS TAX TREATMENT, PARTICIPANTS AND
BENEFICIAL OWNERS (AS APPROPRIATE) MUST COMPLETE THE RELEVANT
FORMS AND SEND A COPY WITHIN 50 CALENDAR DAYS AFTER THE PAYMENT
DATE OF THE CASH PROCEEDS TO THE FOLLOWING ADDRESS:
TAX.USA(AT)EUROCLEAR.COM
.
PLEASE CHECK THE SECTION DOCUMENTATION OF THE ACTIONS TO BE TAKEN
HAS BEEN UPDATED ACCORDINGLY
.
END OF UPDATE
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AGENT CONTACT : THE INFORMATION AGENT FOR THE OFFER IS:
INNISFREE MANDA INCORPORATED
BANKS AND BROKERS CALL: (212) 750-5833
STOCKHOLDERS AND ALL OTHERS CALL TOLL FREE: (877) 750-8129
.
ON 18/04/2026, QXO, TITANIUM MERGERCO, INC., A DELAWARE
CORPORATION AND WHOLLY OWNED SUBSIDIARY OF QXO (TITANIUM MERGER
SUB), TITANIUM MERGERCO 2, LLC, A DELAWARE LIMITED LIABILITY
COMPANY AND WHOLLY OWNED SUBSIDIARY OF QXO (FORWARD MERGER SUB),
AND TOPBUILD ENTERED INTO AN AGREEMENT AND PLAN OF MERGER (AS MAY
BE AMENDED FROM TIME TO TIME, THE MERGER AGREEMENT), PURSUANT TO
WHICH QXO WILL ACQUIRE TOPBUILD THROUGH A SERIES OF MERGERS. THE
TOPBUILD BOARD HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND
HAS RECOMMENDED THAT THE STOCKHOLDERS OF TOPBUILD ADOPT THE
MERGER AGREEMENT. THE QXO BOARD HAS UNANIMOUSLY APPROVED THE
MERGER AGREEMENT AND RESOLVED TO RECOMMEND THE APPROVAL OF THE
ISSUANCE OF SHARES OF COMMON STOCK, PAR VALUE USD 0.00001 PER
SHARE, OF QXO (THE QXO SHARES) PURSUANT TO THE MERGER AGREEMENT
(THE QXO SHARE ISSUANCE) TO QXOS STOCKHOLDERS.
.
IN THE FIRST MERGER, TITANIUM MERGER SUB WILL MERGE WITH AND INTO
TOPBUILD, WITH TOPBUILD SURVIVING AS A WHOLLY OWNED SUBSIDIARY OF
QXO (THE TITANIUM MERGER AND THE SURVIVING CORPORATION, THE
SURVIVING CORPORATION). IMMEDIATELY FOLLOWING THE TITANIUM
MERGER, THE SURVIVING CORPORATION WILL MERGE WITH AND INTO
FORWARD MERGER SUB, WITH FORWARD MERGER SUB CONTINUING AS THE
SURVIVING COMPANY (THE FORWARD MERGER AND, TOGETHER WITH THE
TITANIUM MERGER, THE MERGERS, AND THE SURVIVING COMPANY, THE
SURVIVING COMPANY).
.
.
THIS CORPORATE ACTION NOTIFICATION DOES NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES BY
ANYONE IN ANY JURISDICTION.
IT IS NOT, AND SHOULD NOT BE CONSTRUED OR TREATED AS, INVESTMENT
OR FINANCIAL ADVICE. IN PROVIDING THIS INFORMATION, EUROCLEAR
BANK IS NOT ACTING AS AGENT OF THE ISSUER.
BY SENDING AN INSTRUCTION TO EUROCLEAR BANK, YOU CONFIRM THAT YOU
(AND ANY BENEFICIAL OWNER(S) FOR WHOM YOU ACT) COMPLY WITH THE
TERMS AND CONDITIONS OF THE CORPORATE EVENT AND COMPLY WITH
APPLICABLE LOCAL LAWS OR REQUIREMENTS, INCLUDING BUT NOT LIMITED
TO HOLDING AND TRANSFER RESTRICTIONS.
IF HOLDING AND TRANSFER RESTRICTIONS WOULD PROHIBIT YOU (AND ANY
BENEFICIAL OWNER(S) FOR WHOM YOU ACT) TO HOLD THE PROCEEDS OF A
CORPORATE EVENT IN YOUR ACCOUNT IN EUROCLEAR BANK, YOU (AND ANY
BENEFICIAL OWNER(S) FOR WHOM YOU ACT) MUST ENSURE TO SEND AN
INSTRUCTION TO ALLOW THE TRANSFER OF THESE PROCEEDS TO AN ACCOUNT
OUTSIDE THE EUROCLEAR SYSTEM.
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