The Greenwich, Connecticut-headquartered technology solutions provider QXO Inc. (NYSE: QXO) has commenced an all-cash tender offer to acquire all outstanding shares of Beacon Roofing Supply Inc. (NASDAQ: BECN) for $124.25 per share, for a transaction valued at approximately $11 billion.
According to the company, the offering price implies a 37% premium above Beacon’s 90-day unaffected volume-weighted average price of $91.02 per share as of Nov. 15, 2024. QXO stated that planned to complete the acquisition after the tender offer expires in 20 business days, subject to the terms of the offer.
The company said that “it intends to pursue all options to complete a transaction, including nominating directors for election at Beacon’s Annual Meeting.” It added that it secured full financing commitments from Goldman Sachs, Morgan Stanley, Citi, Credit Agricole, Wells Fargo and Mizuho.
“Our compelling offer would get cash into the hands of Beacon shareholders immediately at a significant premium to the unaffected share price,” said Brad Jacobs, QXO’s chairman and CEO. “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.”
QXO added that it secured full financing commitments from Goldman Sachs, Morgan Stanley, Citi, Credit Agricole, Wells Fargo and Mizuho. The proceeds from the financing commitments, together with QXO’s cash on hand, will be sufficient to pay 100% of the purchase consideration, any required refinancing of Beacon’s debt, and associated transaction fees and expenses.
Beacon Roofing Supply received the offer and issued a statement that said: “Consistent with its fiduciary duties and in consultation with its independent financial and legal advisors, the Beacon Board of Directors will thoroughly evaluate QXO’s tender offer to determine the course of action that it believes is in the best interests of Beacon and its shareholders. However, Beacon notes that QXO’s offer price remains unchanged from its November 11, 2024 proposal to acquire all of the outstanding shares of the Company for $124.25 per share in cash, which was made public on January 15, 2025. The Board thoroughly evaluated the November 11, 2024 proposal and unanimously rejected it, determining that it significantly undervalued the Company and that it was not in the best interests of Beacon and its shareholders.”
