Beacon says QXO offer remains ‘opportunistic attempt to take advantage’

Beacon (BECN) issued the following statement regarding QXO Inc.’s (QXO) second extension of its unsolicited tender offer to acquire all outstanding shares of Beacon common stock for $124.25 per share in cash: “For a second time, QXO has extended an Offer that represents an opportunistic attempt to take advantage of the current macro environment and acquire Beacon at a discount to its intrinsic value for the benefit of QXO but the detriment of Beacon’s shareholders. Beacon has repeatedly offered to engage with QXO to demonstrate the additional value for which QXO’s initial offer does not fairly compensate our shareholders. We have offered to do this on the standard terms regularly agreed to in such cases. When QXO objected to those terms, we offered to engage on radically buyer-friendly terms, which included preserving QXO’s ability to run a proxy contest at our 2025 Annual Meeting if confidential discussions could not close the valuation gap. QXO repeatedly stated it was not interested in receiving any confidential information about the Company and its business. Notably, only 19.12% of the shareholders tendered their shares into QXO’s offer, a small change from the tender’s prior results. There is an unmistakable message for QXO in this tepid response: the vast majority of Beacon shareholders are underwhelmed by QXO’s first and only offer. Beacon’s Board remains open to considering all opportunities to maximize shareholder value. The Board also continues to be unanimous in its belief that the Offer significantly undervalues the Company and its prospects for growth and value creation and is not in the best interests of Beacon and its shareholders. Beacon delivered record fourth quarter and full year sales, and the Company’s highest fourth quarter Adjusted EBITDA in history, despite the challenging economic environment in 2024. Contrary to what QXO asserted in its press release earlier today, Beacon notes that, during the Company’s recent Q4 and FY ’24 earnings call, it provided guidance for only FY ’25. The Company provided no guidance with respect to 1Q25 Adjusted EBITDA.”