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QXO Urges Beacon Roofing Supply to Let Shareholders Decide on Premium All Cash Offer of $124.25 per Share
QXOQXO, Inc(QXO) GlobeNewswire·2025-02-06 16:16

Core Viewpoint - QXO, Inc. has made a cash tender offer of 124.25pershareforBeaconRoofingSupply,Inc.,whichwasrejectedbyBeaconsBoardofDirectors,despitetheofferrepresentinga37124.25 per share for Beacon Roofing Supply, Inc., which was rejected by Beacon's Board of Directors, despite the offer representing a 37% premium over Beacon's recent trading price [2][3]. Group 1: Offer Details - QXO's tender offer values Beacon at approximately 11 billion, with the offer price being the highest Beacon's shares have ever traded [2]. - The offer represents a 37% premium to Beacon's 90-day unaffected volume-weighted average price of 91.02pershareasofNovember15,2024[2].QXOsofferispositionedasprovidingcertainty,asignificantcashpremium,andtheabilitytoclosequicklywithoutregulatorydelaysorfinancingrisks[3].Group2:BeaconsResponseBeaconsBoardhasnotprovidedabasisforclaimingthatQXOspremiumofferundervaluesitsshares,andthecurrenttradingpricesuggeststheBoardsassertionmaybeincorrect[2].Beaconhasannounceditwilldelaythereleaseofits2028financialprojectionsuntilMarch13,2025,whichisseenasanunnecessarydelaybyQXO[3].Group3:TransactionTimelineandConditionsQXOstenderofferwillremainopenuntil12:00midnight,NewYorkCitytime,onFebruary24,2025,withplanstocompletetheacquisitionshortlyafterthetenderexpires[4].Thetransactionisnotsubjecttoanyfinancingorduediligenceconditions,andQXOexpectsregulatorywaitingperiodstohaveexpiredorbeenwaivedbythetimethetenderofferconcludes[4].Group4:CompanyBackgroundQXOprovidestechnologysolutionsprimarilytoclientsinmanufacturing,distribution,andservicesectors,aimingtobecomealeaderinthe91.02 per share as of November 15, 2024 [2]. - QXO's offer is positioned as providing certainty, a significant cash premium, and the ability to close quickly without regulatory delays or financing risks [3]. Group 2: Beacon's Response - Beacon's Board has not provided a basis for claiming that QXO's premium offer undervalues its shares, and the current trading price suggests the Board's assertion may be incorrect [2]. - Beacon has announced it will delay the release of its 2028 financial projections until March 13, 2025, which is seen as an unnecessary delay by QXO [3]. Group 3: Transaction Timeline and Conditions - QXO's tender offer will remain open until 12:00 midnight, New York City time, on February 24, 2025, with plans to complete the acquisition shortly after the tender expires [4]. - The transaction is not subject to any financing or due diligence conditions, and QXO expects regulatory waiting periods to have expired or been waived by the time the tender offer concludes [4]. Group 4: Company Background - QXO provides technology solutions primarily to clients in manufacturing, distribution, and service sectors, aiming to become a leader in the 800 billion building products distribution industry [6]. - The company targets tens of billions of dollars in annual revenue over the next decade through both acquisitions and organic growth [6].