Beacon Roofing Supply Inc. (NASDAQ: BECN) has adopted a limited duration stockholder rights agreement designed to protect stockholder interests against the unsolicited takeover bid from QXO Inc. (NYSE: QXO).
“The Rights Agreement is intended to protect Beacon and its stockholders from anyone seeking to opportunistically gain control of Beacon without paying all stockholders an appropriate control premium,” said the company in a statement. “The Rights Agreement ensures the Board has sufficient time to review QXO’s tender offer and consider the best approach to enhance the interests of Beacon and its stockholders. The Rights Agreement will not, and is not intended to, prevent a takeover of the Company on terms that are fair to and in the best interests of the Company and all the Company’s stockholders.”
The company added that its board of directors would “thoroughly evaluate QXO’s tender offer and issue its formal recommendation to stockholders within ten business days from the commencement of QXO’s tender offer. However, Beacon notes that QXO’s offer price remains unchanged from its Nov. 11, 2024, proposal, which the Board previously rejected as significantly undervaluing the Company and not being in the best interests of Beacon and its stockholders.”
Brad Jacobs, chairman and CEO of QXO, criticized the action, stating, “We launched our all-cash tender offer to ensure that Beacon’s shareholders can take advantage of our compelling offer and get paid quickly. We have committed financing, have no due diligence condition and anticipate a smooth regulatory approval process to close. The only thing stopping shareholders from acting to get cash expeditiously is the decision by Beacon’s Board to adopt a poison pill. We are prepared to take all necessary steps to complete this transaction promptly and deliver significant and immediate value to Beacon shareholders.”
