April 29, 2026 | Industrials | North America | Active
On 19-Apr-26, US construction supplies distributor QXO entered into a definitive agreement to acquire rival building products distributor TopBuild in a cash-and-stock transaction worth $17bn. QXO is offering $505 in cash or 20.2 QXO shares for each TopBuild share, subject to proration whereby a maximum of 45% of the total consideration will be distributed in cash. The default election is stock, and QXO can increase the stock portion beyond 55% if enough TopBuild shareholders elect to receive more stock. Neither party currently pays dividends. The offer is unanimously approved by both boards and the consideration implies a 23.1% one-day takeover premium. At closing, TopBuild shareholders will own 19% of the combined entity, with QXO shareholders holding the remaining 81%. The deal is conditional on approval from both sets of shareholders (50%), and QXO has secured a voting commitment from Brad Jacobs, the company’s chairman and CEO, who holds 35.9%. HSR is the only specified regulatory condition, and standard language requires the parties to use reasonable best efforts to secure regulatory approvals and to close the deal, while a burdensome condition restricts the companies from offering remedies that would be material to the business or financial condition of either company. Until the HSR expiry or early termination of the waiting period, or until 29-May-26, whichever is earlier, QXO has also agreed not to make any acquisition that could ...
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