QXO Inc. (Nasdaq: QXO), which is aiming to build a building materials distribution platform, has made public a proposal to the Board of Directors of Beacon Roofing Supply Inc. (Nasdaq: BECN) to acquire Beacon for $124.25 per share in cash. The proposal implies a total transaction value of approximately $11 billion.
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“Our all-cash offer provides compelling value. We believe Beacon shareholders have a right to evaluate our proposal, despite the attempt by Beacon’s Board of Directors to withhold it from them,” said Brad Jacobs, chairman and CEO of QXO.
For its part, Beacon confirmed receipt and that it had previously received and rejected the proposal from QXO.
Following its review, Beacon said its Board unanimously rejected the proposal and determined that it “significantly undervalues the company and its prospects for growth and future value creation.”
Beacon said that “contrary to QXO’s assertions,” Beacon has offered to engage, including to discuss price, subject to an NDA.
“Importantly, Beacon has acted in good faith to engage with QXO to show them a path to value in a timeframe that would preserve their rights and flexibility,” said Stuart Randle, Beacon’s chairman of the Board. “However, QXO has refused to improve its first and only proposal, which the Board determined significantly undervalues the company. Our Board remains open to all opportunities to maximize shareholder value and is fully committed to acting in the best interests of Beacon and all of its shareholders.”
Specialty building products distributor Beacon operates more than 580 branches in 50 states and seven provinces in Canada.