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.
