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QXO Inc. has made an all-cash offer to acquire Beacon Roofing Supply Inc. for approximately $11 billion, accusing Beacon's board of repeatedly avoiding substantive discussions on the proposal.

QXO, led by Paul Weiss Rifkind Wharton & Garrison LLP, has proposed to purchase all outstanding shares of Beacon for $124.25 per share. This offer represents a 37% premium above Beacon's 90-day unaffected volume-weighted average price of $91.02.

In a statement, Brad Jacobs, chair and CEO of QXO, emphasized the compelling value of the offer, urging Beacon shareholders to be allowed to evaluate it despite the board’s efforts to block it. "Our all-cash offer provides compelling value," Jacobs said. "We believe Beacon shareholders have a right to evaluate our proposal, despite the attempt by Beacon's board of directors to withhold it from them."

In a letter to Beacon's chair, Stuart A. Randle, QXO expressed surprise at the continued refusal to engage, pointing out that the initial offer was made on Nov. 11 at a price near the highest end of QXO’s value range. The letter accused the Beacon board of stalling with delays, cancellations, and unreasonable preconditions, suggesting that the board's priorities are not aligned with maximizing shareholder value.

QXO reiterated that its offer has only become more attractive since November, citing a weaker operating environment and capital markets that increase the risk of Beacon’s current strategy. The company also highlighted that its proposal contains no financing contingency, with $5 billion in cash on hand and commitments to cover the balance and refinancing costs.

As part of the strategy, QXO is prepared to nominate directors to Beacon's board if necessary. The letter also noted that the acquisition, given QXO's lack of operations in roofing, should not raise significant antitrust or regulatory concerns.

Beacon, based in Herndon, Virginia, claims to be the largest publicly traded distributor of roofing and related products in the U.S. and Canada. The company did not immediately respond to Law360's request for comment.

Morgan Stanley & Co. LLC is serving as the financial adviser to QXO in the transaction.