confirmed that it has previously received and rejected an unsolicited, non-binding proposal from QXO, Inc. to acquire all outstanding shares of the Company for $124.25 per share in cash.
QXO鈥檚 proposal was received on Nov. 11, 2024. Consistent with its fiduciary duties, and in consultation with its independent financial and legal advisors, Beacon鈥檚 Board of Directors thoroughly evaluated the proposal. Following its review, the Board unanimously rejected the proposal and determined that it significantly undervalues the company and its prospects for growth and future value creation. The Board therefore determined that QXO鈥檚 proposal was not in the best interests of Beacon and its shareholders.
Contrary to QXO鈥檚 assertions, Beacon offered on multiple occasions to engage, including to discuss price, subject only to a standard non-disclosure agreement (NDA). Additionally, Beacon:
- Held repeated discussions between members of the Beacon executive team and QXO, as well as with the respective advisors of the parties.
- Offered a standard NDA to share confidential management projections and other relevant company information to further develop QXO鈥檚 valuation of Beacon. QXO refused to engage on multiple occasions, stating that it was not interested in any confidential information.
- Offered to limit the duration of the customary confidentiality obligations as part of the NDA only through Beacon鈥檚 planned Investor Day on March 13, at which point 2028 long-term targets will be presented.
- Structured the NDA to preserve QXO鈥檚 ability to run a proxy contest at the upcoming 2025 annual meeting of shareholders.
鈥淎fter careful review and deliberation, our Board unanimously determined that QXO鈥檚 proposal significantly undervalues Beacon and fails to reflect the Company鈥檚 growth strategy and upside potential,鈥� said Stuart Randle, Beacon鈥檚 Chair of the Board. 鈥淏eacon has a proven track record of delivering superior results and shareholder value, having generated total shareholder returns under our current management team of more than 200% during the past five years,1 and is building on the opportunity ahead through our strategic plan, which the Company will discuss in greater detail at its upcoming Investor Day.鈥�
Mr. Randle continued, 鈥淚mportantly, Beacon has acted in good faith to engage with QXO to show them a path to value in a timeframe that would preserve their rights and flexibility. However, QXO has refused to improve its first and only proposal, which the Board determined significantly undervalues the Company. Our Board remains open to all opportunities to maximize shareholder value and is fully committed to acting in the best interests of Beacon and all of its shareholders.鈥�
鈥淲e are enthusiastic about Beacon鈥檚 growth prospects and upside potential, and through the successful execution of Ambition 2025, Beacon is delivering above-market growth, driving operational excellence and building a winning culture,鈥� said Julian Francis, Beacon鈥檚 President and CEO. 鈥淭hese achievements have enabled us to create a differentiated business model with multiple paths to success, margin expansion and value creation. We look forward to discussing at our Investor Day how we will enter our next chapter of growth, including our new long-term goals.鈥�
J.P. Morgan is serving as financial advisor and Sidley Austin LLP and Simpson Thacher and Bartlett LLP are legal advisors to Beacon.
