
QXO Inc. on Monday launched a hostile takeover bid for building products distributor Beacon and said that it plans to pursue “all options” to complete the deal.
The $11 billion tender offer matches a November proposal from QXO that was rejected by Beacon’s board of directors. QXO made that offer public earlier this month and signaled that it could take its bid directly to Beacon’s shareholders. The company added Monday that its options include nominating its own slate of directors to Beacon’s board at the latter’s annual meeting.
QXO also said that it has financing in place and intends to complete the deal “quickly” after the tender offer expires in late February.
“Our compelling offer would get cash into the hands of Beacon shareholders immediately at a significant premium to the unaffected share price,” QXO Chairman and CEO Brad Jacobs said in Monday’s announcement. “We believe that Beacon would be a strong fit for QXO and a key part of our plan to become a forward-looking leader in building products distribution.”
Beacon said Monday that it would consider the latest offer but noted that the price was unchanged from the November proposal, which board members said “significantly” undervalued the company. Beacon officials urged its shareholders to refrain from taking any action “at this time,” and said that the board would issue a formal recommendation on the tender offer in a filing with the U.S. Securities and Exchange Commission within 10 days.
Later in the day, the company announced its adoption of a "stockholder rights agreement" to ensure Beacon has "sufficient time to review QXO’s tender offer" and protect Beacon and its shareholders against "anyone seeking to opportunistically gain control of Beacon without paying all stockholders an appropriate control premium." Jacobs called the agreement a "poison pill" and said QXO remains "prepared to take all necessary steps to complete this transaction promptly."