QXO’s Unchanged Offer Price Significantly
Undervalues Beacon and Its Prospects for Growth and Value
Creation
Beacon Board Recommends Beacon Shareholders NOT
Tender Their Shares Into QXO’s Offer
Beacon’s Financial Advisors Issue Formal
Inadequacy Opinions
Additional Information Available at
www.BeaconBuildsValue.com
Beacon (Nasdaq: BECN) (the “Company”), the leading
publicly-traded specialty wholesale distributor of roofing,
waterproofing and related exterior products, today announced that
its Board of Directors (the “Board”) issued its formal
recommendation to shareholders regarding the unsolicited tender
offer (the “Offer”) from QXO, Inc. (NYSE: QXO) to acquire all
outstanding shares of Beacon common stock for $124.25 per share in
cash.
The Board, after consultation with its independent financial and
legal advisors, unanimously determined that the Offer significantly
undervalues the Company and its prospects for growth and value
creation, and is not in the best interests of Beacon and its
shareholders. Beacon notes that QXO’s offer price of $124.25 per
share in cash remains unchanged from its November 11, 2024
proposal, which was made public on January 15, 2025. Subsequently,
the Board thoroughly re-evaluated the November 11, 2024 proposal
and unanimously rejected it. Accordingly, the Board unanimously
recommends that shareholders not tender into the Offer.
“QXO has failed to improve its first and only proposal, which
the Board determined significantly undervalues the Company and our
prospects for growth and value creation,” said Stuart Randle,
Beacon’s Chair of the Board. “Beacon offered on multiple occasions
to engage with QXO to show a path to increased value, subject to a
buyer-friendly non-disclosure agreement (“NDA”) that would have
preserved QXO’s ability to take the Offer directly to shareholders
and run a proxy contest at our 2025 Annual Meeting. QXO declined on
multiple occasions to engage with Beacon under NDA, stating that
QXO was not interested in receiving any confidential information
about the Company and its business. The Board remains open to
considering all opportunities to maximize shareholder value.”
Mr. Randle continued, “Beacon has a remarkable track record of
delivering superior results and shareholder value, having generated
total shareholder returns under our current management team of more
than 200% during the past five years.1 The Board is confident
Beacon can deliver significantly more value than QXO’s proposal by
building on the successful execution of the Company’s Ambition 2025
plan, and we look forward to sharing more about our future growth
plans and 2028 long-term financial targets at our upcoming Investor
Day on March 13, 2025. The Board strongly recommends that Beacon
shareholders reject QXO’s offer and prevent QXO from
opportunistically taking control of the Company at a price that
does not capture Beacon’s full intrinsic value.”
Beacon issued its formal recommendation in a
Solicitation/Recommendation Statement on Schedule 14D-9 filed today
with the U.S. Securities and Exchange Commission (“SEC”). As
detailed in the filing, the reasons for the Beacon Board’s
recommendation to reject QXO’s offer include:
- The Offer ignores Beacon’s track record of executing on its
strategic plans and delivering results, is inadequate and does not
deliver a compelling valuation to shareholders. The Company has
produced outstanding results in recent years, generating total
shareholder returns under our current management team of more than
200% during that time.1 The Offer price reflects an inadequate
premium to shareholders considering management’s successful track
record of execution.
- The Board believes that continuing to run Beacon’s
standalone plan will deliver substantially greater value for the
Company’s shareholders than the Offer. Since the beginning of
2022, through the successful execution of its Ambition 2025 plan,
Beacon has delivered above market growth and superior financial and
operational results, including 11 straight quarters of record net
sales.2 Beacon is uniquely positioned in a large and fragmented
market with multiple avenues for growth. The Company benefits from
favorable long-term macro and market trends that it expects to
continue through 2025 and beyond. Beacon will provide 2028
long-term financial targets as well as an update on its future
growth plans, including margin improvement and capital allocation
priorities, at its upcoming Investor Day on March 13, 2025.
- The Company offered to constructively engage with QXO, while
QXO has publicly made misleading statements that call into question
QXO’s credibility. Contrary to QXO’s false and misleading
assertions, Beacon has consistently been open to engagement with
QXO and will consider all opportunities to maximize value for its
shareholders. The Company repeatedly offered to engage with QXO to
offer confidential management projections so that QXO could improve
its offer price, subject to a buyer-friendly NDA that would have
allowed QXO to take the Offer directly to shareholders and run a
proxy contest at the Company’s 2025 Annual Meeting. The letter
Beacon sent to QXO on January 14, 2025, which highlighted a
continued commitment to engage, is included in full below. However,
QXO refused to engage on the Company’s confidential projections and
plans, as would be customary in such situations, stating that it
was not interested in receiving any confidential information.
- The Offer is an opportunistic attempt by QXO to buy the
Company at a discount to its intrinsic value for the benefit of QXO
and not the Company’s shareholders. While the Company would be
an extremely valuable asset for QXO, it should be the Company’s
shareholders—and not QXO—who stand to benefit from the Company’s
strong financial and operational performance, favorable market
position and opportunities for future growth. The Offer represents
an opportunistic effort by QXO to acquire a “crown jewel” of the
industry with elite M&A and greenfield capabilities, while
paying the Company’s shareholders an inadequate price in
return.
- The quantity and nature of the conditions to the Offer
create significant uncertainty and risk. The Offer is subject
to a significant number of conditions in favor of QXO, many of
which are outside the control of the Company and create uncertainty
around the likelihood that QXO will consummate the Offer.
- Both J.P. Morgan and Lazard have delivered opinions to the
Board to the effect that the consideration proposed to be paid
pursuant to the Offer is an inadequate price. On February 5,
2025, J.P. Morgan and Lazard each separately rendered its oral
opinion to the Board, subsequently confirmed in writing, to the
effect that, as of such date, the consideration proposed to be paid
pursuant to the Offer was inadequate from a financial point of view
to Beacon’s shareholders (other than QXO and any of its
affiliates). Each of the opinions is based on and subject to the
various assumptions, qualifications, limitations and other matters
described in the respective written opinions, which are included in
full in the Company’s Schedule 14D-9 filed today.
As referenced above, on January 14, 2025, Beacon submitted the
following letter to QXO, reiterating its openness to engage:
January 14, 2025
lhsan Essaid, Chief Financial Officer
QXO, Inc. Five American Lane Greenwich, CT
06831
Dear lhsan:
As you and I discussed, Beacon is still open
to engaging with QXO about our view of Beacon's intrinsic value,
with the protection provided by a standard public company
non-disclosure agreement ("NDA"). We are open to a conversation
that will allow you to value Beacon better, but we cannot presently
provide you with a specific price.
We have offered to limit the duration of any
standstill in the NDA until mid-March. This proposed limited
duration NDA preserves your option to nominate and solicit
directors for election at Beacon's 2025 annual meeting of
stockholders.
You have rejected this offer and said that
entering an NDA is unnecessary. We have considered your stated
views. However, as a public company, we continue to believe that it
is entirely appropriate that any discussions we may have, including
around your offer price, should be had under an NDA. Moreover, we
continue to believe the information you would receive via an NDA
would enhance your assessment of Beacon and its valuation.
Accordingly, our offer to enter into an NDA
with a limited standstill remains open. We continue to believe that
this proposed process would allow the parties ample time to
determine whether a deal may be reached on terms that are in the
best interests of our stockholders.
Sincerely,
Julian Francis President and Chief Executive
Officer
cc: Brad Jacobs, QXO, Inc., Chair and CEO
The Schedule 14D-9 filing and other materials related to QXO’s
unsolicited offer – including full copies of Beacon’s
correspondence with QXO – have been filed with the SEC and are
available at www.BeaconBuildsValue.com.
J.P. Morgan is serving as financial advisor to the Company and
its Board, and Lazard is serving as financial advisor to the Board.
Sidley Austin LLP and Simpson Thacher & Bartlett LLP are
serving as legal advisors to Beacon.
About Beacon
Founded in 1928, Beacon is a publicly-traded Fortune 500 company
that distributes specialty building products, including roofing
materials and complementary products, such as siding and
waterproofing. The company operates over 580 branches throughout
all 50 states in the U.S. and 7 provinces in Canada. Beacon serves
an extensive base of nearly 100,000 customers, utilizing its vast
branch network and service capabilities to provide high-quality
products and support throughout the entire project lifecycle.
Beacon offers its own private label brand, TRI-BUILT ®, and has a
proprietary digital account management suite, Beacon PRO+ ®, which
allows customers to manage their businesses online. Beacon’s stock
is traded on the Nasdaq Global Select Market under the ticker
symbol BECN. To learn more about Beacon, please visit
www.becn.com.
Forward-Looking Statements
This communication contains statements that may constitute
forward-looking statements. These statements include, but are not
limited to: statements related to the Company’s views and
expectations regarding the Offer; any statements relating to the
plans, strategies and objectives of management or the Company’s
Board for future operations and activities; any statements
concerning the expected development, performance, market share or
competitive performance relating to products or services; any
statements regarding current or future macroeconomic trends or
events and the impact of those trends and events on the Company and
its financial performance; and any statements of assumptions
underlying any of the foregoing. Forward-looking statements can be
identified by the fact that they do not relate strictly to historic
or current facts and often use words such as “anticipate,”
“estimate,” “expect,” “believe,” “will likely result,” “outlook,”
“project” and other words and expressions of similar meaning.
Investors are cautioned not to place undue reliance on
forward-looking statements. Actual results may differ materially
from those indicated by such forward-looking statements as a result
of various important factors, including, but not limited to, those
set forth in the “Risk Factors” section of the Company’s Form 10-K
for the fiscal year ended December 31, 2023 and subsequent filings
with the U.S. Securities and Exchange Commission (the “SEC”). In
addition, actual results may differ materially from those indicated
in any forward-looking statements as the result of: factors
relating to the Offer, including actions taken by QXO in connection
with the Offer, actions taken by the Company or its stockholders in
respect of the Offer, and the effects of the Offer, or the
completion or failure to complete the Offer, on the Company’s
businesses, or other developments involving QXO; product shortages;
changes in supplier pricing and rebates; inability to identify
acquisition targets or close acquisitions; difficulty integrating
acquired businesses; inability to identify new markets or
successfully open new locations; catastrophic safety incidents;
cyclicality and seasonality; IT failures or interruptions,
including as a result of cybersecurity incidents; goodwill or
intangible asset impairments; disruptions in the capital and credit
markets; debt leverage; loss of key talent; labor disputes; and
regulatory risks. The Company may not succeed in addressing these
and other risks. Consequently, all forward-looking statements in
this communication are qualified by the factors, risks and
uncertainties referenced above and readers are cautioned not to
place undue reliance on forward-looking statements. In addition,
the forward-looking statements included in this communication
represent the Company’s views as of the date of this communication
and these views could change. However, while the Company may elect
to update these forward-looking statements at some point, the
Company specifically disclaims any obligation to do so, other than
as required by federal securities laws. These forward-looking
statements should not be relied upon as representing the Company’s
views as of any date subsequent to the date of this
communication.
Important Information for Investors and Stockholders
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. The Company has
filed a solicitation/recommendation statement on Schedule 14D-9
with the SEC. Any solicitation/recommendation statement filed by
the Company that is required to be mailed to stockholders will be
mailed to stockholders. THE COMPANY’S INVESTORS AND STOCKHOLDERS
ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S
SOLICITATION/RECOMMENDATION STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders
may obtain a copy of the solicitation/recommendation statement on
Schedule 14D-9, any amendments or supplements thereto and other
documents filed by the Company with the SEC at no charge at the
SEC’s website at www.sec.gov. Copies will also be available at no
charge by clicking the “SEC Filings” link in the “Financials &
Presentations” section of the Company’s website,
https://ir.beaconroofingsupply.com/, or by contacting
Binit.Sanghvi@becn.com as soon as reasonably practicable after such
materials are electronically filed with, or furnished to, the
SEC.
Important Additional Information
The Company intends to file a proxy statement on Schedule 14A,
an accompanying BLUE proxy card, and other relevant documents with
the SEC in connection with such solicitation of proxies from the
Company’s stockholders for the Company’s 2025 Annual Meeting of
Stockholders. THE COMPANY'S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO
READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING BLUE PROXY
CARD, AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and stockholders may obtain a copy
of the definitive proxy statement, an accompanying BLUE proxy card,
any amendments or supplements to the definitive proxy statement and
other documents filed by the Company with the SEC at no charge at
the SEC’s website at www.sec.gov. Copies will also be available at
no charge by clicking the “SEC Filings” link in the “Financials
& Presentations” section of the Company’s website,
https://ir.beaconroofingsupply.com/.
Participants in the Solicitation
The Company, each of its independent directors (Stuart A.
Randle, Barbara G. Fast, Alan Gershenhorn, Melanie M. Hart, Racquel
H. Mason, Robert M. McLaughlin, Earl Newsome, Jr., Neil S. Novich,
and Douglas L. Young) and certain of its executive officers (Julian
Francis, President & Chief Executive Officer and Prithvi
Gandhi, Executive Vice President & Chief Financial Officer) are
deemed to be “participants” (as defined in Schedule 14A under the
Exchange Act of 1934, as amended) in the solicitation of proxies
from the Company’s stockholders in connection with matters to be
considered at the Company’s 2025 Annual Meeting of Stockholders.
Information about the names of the Company’s directors and
officers, their respective interests in the Company by security
holdings or otherwise, and their respective compensation is set
forth in the sections entitled “Information About our Nominees,”
“Compensation of Directors,” “Information on Executive
Compensation” and “Stock Ownership” of the Company’s Proxy
Statement on Schedule 14A in connection with the 2024 Annual
Meeting of Stockholders, filed with the SEC on April 3, 2024
(available here), the Company’s Annual Report on Form 10-K filed
with the SEC on February 28, 2024 (available here) and the
Company’s Current Report on Form 8-K filed with the SEC on April
23, 2024 (available here). Supplemental information regarding the
participants’ holdings of the Company’s securities can be found in
SEC filings on Statements of Change in Ownership on Form 4 filed
with the SEC on May 28, 2024 and May 17, 2024 for Mr. Randle
(available here and here); May 17, 2024 for Ms. Fast (available
here); May 17, 2024 for Mr. Gershenhorn (available here); May 17,
2024 for Ms. Hart (available here); May 17, 2024 for Ms. Mason
(available here); May 17, 2024 for Mr. McLaughlin (available here);
May 17, 2024 for Mr. Newsome (available here); May 17, 2024 for Mr.
Novich (available here); May 17, 2024 for Mr. Young (available
here); May 22, 2024 for Mr. Francis (available here); and August 8,
2024 and May 21, 2024 for Mr. Gandhi (available here and here).
Such filings are also available on the Company’s website at
https://ir.beaconroofingsupply.com/financials-and-presentations/sec-filings.
1 From January 2, 2020 to November 15, 2024. 2 From launch of
the Ambition 2025 plan through the third quarter of 2024.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250206228009/en/
Beacon Contacts:
Media Jennifer Lewis VP, Communications and Corporate Social
Responsibility Jennifer.Lewis@becn.com 571-752-1048
Ed Trissel / Andrea Rose Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Investors Binit Sanghvi VP, Capital Markets and Treasurer
Binit.Sanghvi@becn.com 972-369-8005
Bruce Goldfarb / Pat McHugh Okapi Partners LLC 888-785-6673
212-297-0720 info@okapipartners.com
Grafico Azioni Beacon Roofing Supply (NASDAQ:BECN)
Storico
Da Feb 2025 a Mar 2025
Grafico Azioni Beacon Roofing Supply (NASDAQ:BECN)
Storico
Da Mar 2024 a Mar 2025
