March 26, 2025 | Industrials | North America | Ended
On 20-Mar-25, Beacon Roofing Supply (“Beacon”) agreed to a buyout offer from billionaire Brad Jacobs’ enterprise applications consulting and reselling firm, QXO. Structured as a tender offer, Beacon shareholders will receive $124.35 per share, valuing the company at nearly $11bn, including debt. The offer price represents a 25.9% premium to Beacon’s undisturbed trading price on 15-Nov-24. Both boards of directors have approved the deal and QXO has $5bn in cash and secured financing commitments to cover the acquisition. The offer is not subject to any financing conditions. The definitive agreement came nearly two months after QXO bypassed Beacon’s board and launched an unsolicited tender offer directly to shareholders, at a slightly lower, $124.25 per share, on 27-Jan-25. The 20-business day offer was originally set to expire on 24-Feb-25, and on 6-Feb-25, the board rejected the offer and responded with a “poison pill”, which QXO criticised as blocking shareholder choice. On 10-Feb-25, QXO wrote to Beacon shareholders, laying out the deal rationale, and two days later, it proposed a full slate of independent directors. The offer was extended several times, and by 10-Mar-25, both sides were in active deal talks. QXO revealed it had had been in talks with Beacon’s CEO since July 2024, but the bidder faced “delays, cancellations, and unreasonable preconditions”, including a proposed long-term standstill. It subsequently made a $124.25 proposal privately, on 11-Nov-24, but Beacon refused to engage and instead put itself up for sale. Beacon neither countered the proposal nor received other bids. Nonetheless, with a definitive merger now agreed, QXO will amend its existing tender offer documents to reflect the new terms. It has also withdrawn its nomination of 10 independent directors for election at Beacon’s 2025 shareholder meeting, ending a potential proxy fight. The amended offer documents are expected to be filed with the SEC by 31-Mar-25. Under the merger agreement, Beacon is bound by a non-solicitation clause with a fiduciary-out. The deal requires a majority of shares to be tendered, and Beacon’s board now unanimously recommends its shareholders ...
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