QXO, Inc. (NYSE: QXO) today announced that it is commencing an
all-cash tender offer to acquire all outstanding shares of Beacon
Roofing Supply, Inc. (Nasdaq: BECN) for $124.25 per share. This
price implies a 37% premium above Beacon’s 90-day unaffected
volume-weighted average price of $91.02 per share as of November
15, 2024. The total transaction enterprise value is approximately
$11 billion.
QXO intends to complete the acquisition quickly after the tender
offer expires in 20 business days, subject to the terms of the
offer. The proposed transaction is not subject to any contingencies
related to financing or due diligence. QXO expects that the waiting
periods under the Hart-Scott-Rodino Act and the Canadian
Competition Act will have expired or been waived by the time the
tender offer expires.
Brad Jacobs, chairman and chief executive officer of QXO, said,
“Our compelling offer would get cash into the hands of Beacon
shareholders immediately at a significant premium to the unaffected
share price. 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.”
In addition, QXO reiterates that it intends to pursue all
options to complete a transaction, including nominating directors
for election at Beacon’s Annual Meeting.
Secured Financing in PlaceQXO has 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.
TermsThe offer and withdrawal rights are
scheduled to expire at 12:00 midnight, New York City time, at the
end of February 24, 2025, unless the offer is extended. The full
terms, conditions and other details of the tender offer are set
forth in the offering documents that QXO is filing today with the
Securities and Exchange Commission (the “SEC”).
Morgan Stanley & Co. LLC is acting as lead financial advisor
to QXO, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is
acting as legal counsel.
About QXO
QXO provides technology solutions, primarily to clients in the
manufacturing, distribution and service sectors. The company
provides consulting and professional services, including
specialized programming, training and technical support, and
develops proprietary software. As a value-added reseller of
business application software, QXO offers solutions for accounting,
financial reporting, enterprise resource planning, warehouse
management systems, customer relationship management, business
intelligence and other applications. QXO plans to become a
tech-forward leader in the $800 billion building products
distribution industry. The company is targeting tens of billions of
dollars of annual revenue in the next decade through accretive
acquisitions and organic growth. Visit QXO.com for more
information.
Forward-Looking Statements
This communication contains forward-looking statements.
Statements that are not historical facts, including statements
about beliefs, expectations, targets, goals, regulatory approval
timing and nominating directors are forward-looking statements.
These statements are based on plans, estimates, expectations and/or
goals at the time the statements are made, and readers should not
place undue reliance on them. In some cases, readers can identify
forward-looking statements by the use of forward-looking terms such
as “may,” “will,” “should,” “expect,” “opportunity,” “intend,”
“plan,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “target,” “goal,” or “continue,” or the negative of
these terms or other comparable terms. Forward-looking statements
involve inherent risks and uncertainties and readers are cautioned
that a number of important factors could cause actual results to
differ materially from those contained in any such forward-looking
statements. Such factors include but are not limited to: the
ultimate outcome of any possible transaction between QXO and
Beacon, including the possibility that the parties will not agree
to pursue a business combination transaction or that the terms of
any definitive agreement will be materially different from those
proposed; uncertainties as to whether Beacon will cooperate with
QXO regarding the proposed transaction; the ultimate result should
QXO commence a proxy contest for election of directors to Beacon’s
board of directors; QXO’s ability to consummate the proposed
transaction with Beacon; the conditions to the completion of the
proposed transaction, including the receipt of any required
shareholder approvals and any required regulatory approvals; QXO’s
ability to finance the proposed transaction; the substantial
indebtedness QXO expects to incur in connection with the proposed
transaction and the need to generate sufficient cash flows to
service and repay such debt; the possibility that operating costs,
customer loss and business disruption (including, without
limitation, difficulties in maintaining relationships with
employees, customers or suppliers) may be greater than expected
following the proposed transaction or the public announcement of
the proposed transaction; QXO’s ability to retain certain key
employees; and general economic conditions that are less favorable
than expected. QXO cautions that forward-looking statements should
not be relied on as predictions of future events, and these
statements are not guarantees of performance or results.
Forward-looking statements herein speak only as of the date each
statement is made. QXO does not assume any obligation to update any
of these statements in light of new information or future events,
except to the extent required by applicable law.
Important Additional Information and Where to Find
It
This communication is for informational purposes only and does
not constitute a recommendation, an offer to purchase or a
solicitation of an offer to sell Beacon securities. QXO and Queen
MergerCo, Inc. (the “Purchaser”) filed a Tender Offer Statement on
Schedule TO with the SEC on January 27, 2025, and Beacon will file
a Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer with the SEC. Investors and security
holders are urged to carefully read the Tender Offer Statement
(including the Offer to Purchase, the related Letter of Transmittal
and certain other tender offer documents, as each may be amended or
supplemented from time to time), and the
Solicitation/Recommendation Statement when available, as these
materials contain important information that investors and security
holders should consider before making any decision regarding
tendering their common stock, including the terms and conditions of
the tender offer. The Tender Offer Statement, Offer to Purchase,
Solicitation/Recommendation Statement and related materials are
filed with the SEC, and investors and security holders may obtain a
free copy of these materials and other documents filed by QXO and
Beacon with the SEC at the website maintained by the SEC at
www.sec.gov. In addition, the Tender Offer Statement and other
documents that QXO and the Purchaser file with the SEC will be made
available to all investors and security holders of Beacon free of
charge from the information agent for the tender offer: Innisfree
M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY
10022, toll-free telephone: +1 (888) 750-5834.
QXO and the other participants intend to file a preliminary
proxy statement and accompanying WHITE universal proxy card with
the SEC to be used to solicit proxies for, among other matters, the
election of its slate of director nominees at the 2025 annual
meeting of stockholders of Beacon. QXO strongly advises all
stockholders of Beacon to read the preliminary proxy statement, any
amendments or supplements to such proxy statement, and other proxy
materials filed by QXO with the SEC as they become available
because they will contain important information. Such proxy
materials will be available at no charge on the SEC’s website at
www.sec.gov and at QXO’s website at investors.qxo.com. In addition,
the participants in this proxy solicitation will provide copies of
the proxy statement, and other relevant documents, without charge,
when available, upon request. Requests for copies should be
directed to the participants’ proxy solicitor.
Certain Information Concerning the
Participants
The participants in the proxy solicitation are anticipated to be
QXO, Brad Jacobs, Ihsan Essaid, Matt Fassler, Mark Manduca and
individuals nominated by QXO (the “QXO Nominees”). QXO expects to
determine and announce the QXO Nominees prior to the nomination
deadline for the 2025 annual meeting of stockholders of Beacon. As
of the date of this communication, other than 100 shares of common
stock of Beacon beneficially owned by QXO, none of the participants
that have been identified has any direct or indirect interest, by
security holdings or otherwise, in Beacon.
Media Contacts
Joe Checklerjoe.checkler@qxo.com203-609-9650
Steve Lipin / Lauren OdellGladstone Place
Partners212-230-5930
Investor Contacts
Mark Manducamark.manduca@qxo.com203-321-3889
Scott Winter / Jonathan SalzbergerInnisfree M&A
Incorporated212-750-5833
QXO (NASDAQ:QXO)
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