QXO to Acquire Beacon Roofing Supply for $11 Billion
Key Summary: On January 15, 2025, QXO, Inc. proposed acquiring Beacon Roofing Supply for $124.25 per share, valuing the deal at $11 billion. Despite resistance from Beacon's board, QXO emphasized the offer's 37% premium and secured financing, pushing for shareholder approval. On March 20, 2025, QXO announced the deal's approval, with a closing expected by April 2025.
Market Cap: $6.9 billion| Beacon Roofing Supply, Inc., together with its subsidiaries, engages in the distribution of residential and non-residential roofing materials, and complementary building products to contractors, home builders, building owners, lumberyards, and retailers in the United States and Canada.
- On January 15, 2025, QXO, Inc. proposed acquiring Beacon Roofing Supply, Inc. for $124.25 per share in cash, valuing the deal at $11 billion and offering a 37% premium over Beacon's 90-day unaffected share price. Despite board resistance, QXO remains committed, citing shareholder value, secured financing, and readiness to proceed. It highlights Beacon's underperformance and challenges with its Ambition 2025 goals. QXO also plans to file a proxy statement and WHITE universal proxy card with the SEC to nominate directors at Beacon's 2025 stockholders' meeting. Source
- On February 6, 2025, QXO, Inc. criticized Beacon Roofing Supply's rejection of its $124.25 per share all-cash offer, representing a 37% premium over Beacon’s 90-day average stock price. QXO emphasized that its offer provides certainty, a significant cash premium, and quick closure without regulatory or financing risks. QXO also questioned Beacon’s delay in releasing 2028 financial projections and urged the company to let shareholders decide on the offer. The tender offer is valid until February 24, 2025, with no financing or due diligence conditions. Source
- On February 10, 2025, QXO, Inc. criticized Beacon Roofing’s Board for misleading shareholders and misrepresenting its performance. QXO’s $124.25 per share offer provides a significant premium over Beacon’s stock, which has underperformed its peers. QXO questioned Beacon’s delayed projections and pointed out insider sales below the offer price. With no competing offers, QXO urges the Board to allow shareholders to decide, with the offer expiring on February 24, 2025. Source
- On February 12, 2025, QXO, Inc. announced it will propose a slate of 10 independent director nominees for election at 2025 AGM to replace its current board. QXO's tender offer of $124.25 per share for all of Beacon's outstanding shares is open until February 24, 2025, and has received antitrust clearance in the U.S. and Canada. QXO plans to solicit proxies to elect the new directors at the upcoming meeting. Source
- On March 4, 2025, QXO, Inc. has extended its all-cash tender offer to acquire Beacon Roofing Supply, Inc. for $124.25 per share. Originally set to expire on March 3, 2025, the offer is now open until March 10, 2025, without financing or due diligence conditions. Source
- On March 20, 2025, QXO, Inc. announced it will acquire Beacon Roofing Supply, Inc. for $11 billion, or $124.35 per share in cash. The deal, expected to close by April 2025 and the board has unanimously approved the transaction.
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