QXO Urges Beacon Roofing Supply to Let Shareholders Decide on Premium All Cash Offer of $124.25 per Share

QXO, Inc. (NYSE: QXO) has made a compelling all-cash offer to acquire Beacon Roofing Supply, Inc. (Nasdaq: BECN) at $124.25 per share, representing a 37% premium above Beacon's 90-day unaffected volume-weighted average price of $91.02 per share as of November 15, 2024. QXO's offer, announced on January 27, 2025, values Beacon at approximately $11 billion and is subject to certain conditions, including the receipt of any required shareholder approvals and regulatory approvals. QXO has secured full financing commitments from several major financial institutions, ensuring the availability of funds to complete the acquisition.

QXO's offer provides several attractive features for Beacon shareholders, including a significant premium in cash, the ability to close quickly with no regulatory delays, financing risks, or diligence conditions. Brad Jacobs, chairman and chief executive officer of QXO, believes that Beacon would be a strong fit for QXO and a key part of their plan to become a forward-looking leader in building products distribution. QXO has made a very compelling offer, and Beacon shareholders have a right to evaluate it, despite the attempt by Beacon's Board of Directors to withhold it from them.

Beacon's Board of Directors has rejected QXO's offer without providing a detailed rationale, raising questions about their fiduciary duty to shareholders. The board's decision to delay new financial projections until March 13, 2025, could be viewed as an inappropriate defensive tactic that impedes shareholders' ability to make informed decisions. The absence of a substantive rationale for rejection, combined with the lack of an alternative strategic path, potentially conflicts with the board's duty to maximize shareholder value.

QXO's tender offer will be outstanding until 12:00 midnight, New York City time, at the end of February 24, 2025, and it is prepared to complete the acquisition shortly after the tender expires, subject to the terms of the offer. The transaction is not subject to any financing or due diligence conditions, and QXO expects that the waiting periods under the Hart-Scott-Rodino Act and the Canadian Competition Act will have expired or been waived by the time the tender offer expires.

QXO's offer presents an opportunity for Beacon shareholders to realize significant value through a substantial premium in cash. The all-cash nature of the offer provides certainty and eliminates the risks associated with financing contingencies or diligence conditions. The quick closing timeline ensures that shareholders can benefit from the transaction without prolonged uncertainty. QXO's strategic rationale for the acquisition, combined with its strong financial position, makes it an attractive partner for Beacon shareholders.



QXO's offer represents a 37% premium above Beacon's 90-day unaffected volume-weighted average price, valuing Beacon at approximately $11 billion. The offer price is also higher than Beacon's shares have ever traded. QXO's offer provides a significant premium in cash, making it an attractive opportunity for Beacon shareholders to realize immediate value.

In conclusion, QXO's all-cash offer to acquire Beacon Roofing Supply at $124.25 per share presents a compelling opportunity for Beacon shareholders to realize significant value through a substantial premium in cash. The offer's quick closing timeline, strategic rationale, and strong financial position make it an attractive option for Beacon shareholders. Beacon's Board of Directors should allow shareholders to evaluate the offer and make an informed decision about the future of their investment.