Nominations Represent Apparent Attempt to
Pressure Beacon’s Board into Accepting an Unchanged Offer Price
That Significantly Undervalues Beacon’s Full Intrinsic Value and
Prospects for Growth
Follows the Beacon Board’s Unanimous Rejection
of QXO’s Unsolicited Tender Offer
No Shareholder Action Is Required at This
Time
Beacon (Nasdaq: BECN) (the “Company”) announced today that its
Board of Directors (the “Board”) has received notice from QXO, Inc.
(NYSE: QXO) that QXO has nominated ten individuals to stand for
election to Beacon’s Board at the Company’s 2025 Annual
Meeting.
Beacon’s Board issued the following statement in response:
Beacon’s Board consists of ten highly
qualified directors – nine of whom are independent – who have been
critical in overseeing the Company’s successful execution of its
Ambition 2025 plan, which generated total shareholder returns of
more than 200% during the past five years1 and delivered above
market growth and superior financial and operational results,
including 11 straight quarters of record net sales.2
Each of our Board members brings the skills,
knowledge, experience and tenure necessary to guide the Company’s
strategic and operational direction, as well as a firm and
demonstrated commitment to acting in the best interests of Beacon
and all of its shareholders. Their expertise spans an array of
industries relevant to Beacon’s continued success, including
industrial manufacturing, national and international distribution,
supply chain, information technology, logistics, e-commerce,
strategy, marketing, brand management, cybersecurity and
finance.
QXO’s director nominations appear to be an
attempt to pressure Beacon’s Board into accepting an unchanged
offer price that significantly undervalues Beacon’s prospects for
growth and value creation, which the Board previously rejected.
The Board remains open to considering all
opportunities to maximize shareholder value, and Beacon looks
forward to sharing more on its future growth plans and 2028
long-term financial targets at its upcoming Investor Day on March
13, 2025.
Beacon’s Board will evaluate QXO’s director nomination notice
and present its recommendations with respect to director
nominations in the Company’s proxy statement, which will be filed
with the Securities and Exchange Commission (the “SEC”) ahead of
the Company’s 2025 Annual Meeting. Beacon shareholders do not need
to take any action at this time.
Recommended Rejection of Unsolicited Tender Offer
QXO’s nominations follow its unsolicited tender offer (the
“Offer”) to acquire all outstanding shares of Beacon for $124.25
per share in cash, which remained unchanged from its November 11,
2024 proposal that was made public on January 15, 2025. On February
6, 2025, after consultation with its independent financial and
legal advisors, the Beacon Board issued its formal recommendation
urging shareholders not to tender into the Offer, which the Board
determined was not in the best interest of Beacon and its
shareholders.
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/20250212435042/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
