QXO Extends and Amends Tender Offer to Acquire Beacon Roofing Supply

Rhea-AI Summary

QXO has announced an extension and amendment to its tender offer for acquiring Beacon Roofing Supply. The all-cash offer price has been increased to $124.35 per share, reflecting terms of the previously announced merger agreement. As of March 31, 2025, approximately 26,359,566 shares (42.66% of outstanding shares) have been validly tendered.

The tender offer deadline has been extended to April 14, 2025, with the transaction expected to close near the end of April. The deal has already received antitrust clearance in the U.S. and Canada. Beacon's board unanimously recommends shareholders tender their shares. The closing remains subject to achieving a majority of tendered shares and other customary conditions.

Positive

• Board unanimously recommends shareholders to tender their shares
• Antitrust clearance already obtained in U.S. and Canada
• Significant progress with 42.66% of shares already tendered

Negative

• Still needs to secure majority shareholder approval
• Extended deadline suggests potential challenges in reaching tender threshold

Insights

M&A Specialist

QXO's amended tender offer for Beacon Roofing Supply signals significant progress in this strategic acquisition. The increased offer price of $124.35 per share (all-cash) demonstrates QXO's commitment to completing this transaction, which has already received crucial antitrust clearances in both the US and Canada.

The current 42.66% tender rate shows substantial shareholder support, though additional participation is needed to reach the majority threshold required for closing. Beacon's board has unanimously recommended shareholders tender their shares, providing a strong endorsement that typically increases the likelihood of successful completion.

With the tender offer extended to April 14 and anticipated closing by month-end, this acquisition appears on track. For QXO, this represents a significant strategic expansion in the building materials sector, potentially enhancing their market position and distribution network. The all-cash nature of the deal reflects confidence in the acquisition's value proposition while providing certainty for Beacon shareholders.

The successful regulatory clearance removes a significant hurdle, reducing execution risk and supporting the projected timeline. QXO's willingness to increase the offer price suggests they see compelling long-term value in combining these operations, though it naturally raises the acquisition cost.

GREENWICH, Conn.--(BUSINESS WIRE)-- QXO, Inc. (NYSE: QXO) announced today that it is extending its all-cash tender offer to acquire all outstanding shares of Beacon Roofing Supply, Inc. (Nasdaq: BECN) and amending the terms of its pending tender offer to reflect the terms of the previously announced definitive merger agreement between Beacon and QXO, including to increase the offer price to $124.35 per share in cash and reflect such other changes as contemplated by the merger agreement.

Beacon’s board of directors unanimously recommends that all shareholders tender their shares into the offer, and has amended its recommendation statement on Schedule 14D-9 in support of the amended offer. The tender offer will remain open until 5:00 p.m. (New York City time) on April 14, 2025.

The transaction is expected to close at or near the end of April, subject to a majority of Beacon shares tendering in the offer and other customary closing conditions. The acquisition has received antitrust clearance in the U.S. and Canada.

Computershare Trust Company, N.A., the depositary and paying agent for the tender offer, has reported that, as of 5:00 p.m. (New York City time) on March 31, 2025, approximately 26,359,566 shares have been validly tendered and not withdrawn, representing approximately 42.66% of the issued and outstanding shares. Shareholders who have already tendered their shares do not need to take further action in response to this extension. For assistance with tendering shares, shareholders may contact Innisfree M&A Incorporated, the information agent for the tender offer, at +1 (888) 750-5834.

The full terms, conditions and other details of the tender offer are available in the offering documents filed with the Securities and Exchange Commission.

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 www.qxo.com for more information.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets or goals, the expected timing of the closing of the proposed acquisition, the anticipated benefits of the proposed acquisition and expected future financial position and results of operations, 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. Factors that could cause actual results to differ materially from those described herein include, among others: (i) the risk that the proposed acquisition may not be completed on the anticipated terms in a timely manner or at all; (ii) the failure to satisfy any of the conditions to the consummation of the proposed acquisition, including uncertainties as to how many of stockholders of Beacon Roofing Supply, Inc. (“Beacon”) will tender their shares in the tender offer; (iii) the effect of the pendency of the proposed acquisition on each of QXO’s and Beacon’s business relationships with employees, customers or suppliers, operating results and business generally; (iv) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement, including circumstances that require Beacon to pay a termination fee; (v) the possibility that the proposed acquisition may be more expensive to complete than anticipated, including as a result of unexpected factors or events, significant transaction costs or unknown liabilities; (vi) potential litigation and/or regulatory action relating to the proposed acquisition; (vii) the risk that the anticipated benefits of the proposed acquisition may not be fully realized or may take longer to realize than expected; (viii) the impact of legislative, regulatory, economic, competitive and technological changes; (ix) QXO’s ability to finance the proposed transaction, including the ability to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the proposed acquisition; (x) unknown liabilities and uncertainties regarding general economic, business, competitive, legal, regulatory, tax and geopolitical conditions; and (xi) the risks and uncertainties set forth in QXO’s and Beacon’s SEC filings, including each company’s Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent Quarterly Reports on Form 10-Q.

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 and Beacon do not undertake 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

The information herein is for informational purposes only and does not constitute 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, and Beacon filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer with the SEC, as each may be amended from time to time. Investors and security holders are urged to carefully read these materials as they 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, the 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, these materials 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250401384704/en/

Media Contacts

Joe Checkler

joe.checkler@qxo.com

203-609-9650

Steve Lipin / Lauren Odell

Gladstone Place Partners

212-230-5930

Investor Contacts

Mark Manduca

mark.manduca@qxo.com

203-321-3889

Scott Winter / Jonathan Salzberger

Innisfree M&A Incorporated

212-750-5833

Source: QXO, Inc

FAQ

What is the new tender offer price for Beacon Roofing Supply shares by QXO?

QXO has increased its all-cash tender offer price to $124.35 per share for Beacon Roofing Supply shares.

When is the deadline for QXO's tender offer for Beacon Roofing Supply?

The tender offer deadline has been extended to 5:00 p.m. (New York City time) on April 14, 2025.

How many Beacon Roofing Supply shares have been tendered to QXO so far?

As of March 31, 2025, approximately 26,359,566 shares (42.66% of outstanding shares) have been validly tendered.

What regulatory approvals has QXO received for the Beacon Roofing acquisition?

The acquisition has received antitrust clearance in both the United States and Canada.

What conditions must be met for QXO's acquisition of Beacon Roofing to close?

The transaction requires a majority of Beacon shares to be tendered and other customary closing conditions to be met.