Beacon Says $11B QXO Offer ‘Significantly Undervalues’ the Company

Company officials said its board evaluated and unanimously rejected the proposal.

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Beacon Roofing Supply Inc.

Beacon Roofing Supply said Wednesday that a buyout offer from newly formed distributor QXO was rejected late last year because it “significantly” undervalued the company and its potential growth prospects.

A report in November first outlined QXO’s effort to acquire Beacon, part of the Brad Jacobs-helmed company’s strategy of aggressive acquisitions to quickly add scale in the building products distribution segment.

QXO on Wednesday made its offer public: the company proposed acquiring all outstanding shares of Beacon for $124.25 per share, or roughly $11 billion. In a letter accompanying the announcement, Jacobs accused Beacon’s board of a months-long campaign to “frustrate” talks and vowed to take the matter directly to Beacon shareholders.

Following that announcement, Beacon issued a statement affirming that it received the offer Nov. 11 and determined that it was not in the best interests of the company or its shareholders.

Beacon officials also refuted claims that it had stifled acquisition talks, arguing that it had acted in good faith and offered “on multiple occasions” to meet with QXO.

“QXO has refused to improve its first and only proposal, which the board determined significantly undervalues the company,” Beacon Chairman Stuart Randle said in the statement. “Our board remains open to all opportunities to maximize shareholder value and is fully committed to acting in the best interests of Beacon and all of its shareholders.”

Beacon President and CEO Julian Francis, meanwhile, said the company is “enthusiastic about Beacon’s growth prospects and upside potential.” Company officials are slated to outline its “long-term” 2028 financial targets at its investor day event in mid-March.

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