Beacon Roofing Deflects QXO's Acquisition With Poison Pill Tactic
Deal News | Jan 28, 2025 | Globenewswire
QXO, Inc. has expressed disappointment over Beacon Roofing Supply, Inc.'s decision to adopt a shareholder rights plan, aimed at thwarting QXO's all-cash tender offer worth $124.25 per share. The offer presents a 37% premium over Beacon’s 90-day average price. QXO ensures that its offer is fully financed, with all necessary regulatory approvals expected in due time. Morgan Stanley acts as their financial advisor, and Paul, Weiss, Rifkind, Wharton & Garrison LLP provides legal counsel. The tender offer is set to expire on February 24, 2025, with QXO determined to complete the acquisition swiftly post-expiration. This strategic move aligns with QXO's target to enhance its footprint in the building products distribution industry, aiming for substantial annual revenue growth through acquisitions and organic expansion. The article also covers a proxy solicitation related to the director nominations for Beacon’s 2025 annual stockholder meeting, which QXO intends to influence.
Sectors
- Building Products Distribution
- Technology Solutions
Geography
- United States – The companies involved, QXO and Beacon Roofing, are based in the U.S., and the transaction takes place under U.S. regulatory conditions.
- Canada – The acquisition is also subject to the Canadian Competition Act, indicating relevance to Canadian regulatory jurisdiction.
Industry
- Building Products Distribution – The article discusses a potential acquisition within this sector, which is a core focus for QXO's growth strategy.
- Technology Solutions – QXO provides technology solutions to multiple sectors which is relevant as this forms part of their business and growth strategy.
Financials
- $124.25 per share – Offer price per share by QXO for Beacon's acquisition.
- 37% premium – Premium on Beacon's 90-day unaffected volume-weighted average price as of November 15, 2024.
- 26% premium – Premium compared to the price before QXO's proposal became public.
Participants
| Name | Role | Type | Description |
|---|---|---|---|
| QXO, Inc. | Bidding Company | Company | QXO is a technology solutions provider aiming to acquire Beacon Roofing Supply. |
| Beacon Roofing Supply, Inc. | Target Company | Company | A distributor of roofing and building supplies targeted for acquisition by QXO. |
| Morgan Stanley & Co. LLC | Financial Advisor | Company | Financial advisor to QXO in their acquisition effort. |
| Paul, Weiss, Rifkind, Wharton & Garrison LLP | Legal Advisor | Company | Legal counsel for QXO during the acquisition process. |
| Brad Jacobs | CEO of QXO | Person | Chairman and CEO of QXO, commented on the transaction. |
| Innisfree M&A Incorporated | Information Agent | Company | Information agent for the tender offer. |
| Steve Lipin / Lauren Odell | Public Relations | People | Contact for media inquiries through Gladstone Place Partners. |