Updated Jan. 31, 2025
After Beacon rejected its earlier proposals, QXO Inc. (NYSE: QXO) has made an all-cash unsolicited tender offer to acquire outstanding shares of Beacon Roofing Supply Inc. (Nasdaq: BECN) for $124.25 per share. The total transaction value is about $11 billion.
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QXO said that it intends to pursue all options to complete a transaction, including nominating directors for election at Beacon’s Annual Meeting.
QXO is an emerging player in building products distribution, looking to build out a multibillion platform. QXO has secured full financing commitments from Goldman Sachs, Morgan Stanley, Citi, Credit Agricole, Wells Fargo and Mizuho for the deal.
“Our compelling offer would get cash into the hands of Beacon shareholders immediately at a significant premium to the unaffected share price,” said Brad Jacobs, chairman and CEO of QXO. “We believe that Beacon would be a strong fit for QXO and a key part of our plan to become a forward-looking leader in building products distribution.”
Beacon released a statement encouraging shareholders “not to take any action at this time.” Beacon then adopted a Stockholder Rights Agreement, designed to “protect Beacon and its stockholders from anyone seeking to opportunistically gain control of Beacon without paying all stockholders an appropriate control premium.” Get the full details from Beacon.
QXO denounced the “poison pill” shareholder rights plan. “We are prepared to take all necessary steps to complete this transaction promptly,” Jacobs said.
Beacon’s Board evaluated a Nov. 11, 2024, proposal and unanimously rejected it, saying that it “significantly undervalued” the company and that it was not in the best interests of Beacon and its shareholders. Beacon operates more than 580 branches in 50 states in the U.S. and 7 provinces in Canada.
