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Beacon Confirms Receipt And Reiterates Rejection Of Unsolicited Proposal; Says "Proposal Significantly Undervalues The Company And Is Not In The Best Interests Of Beacon And Its Shareholders"

Benzinga ·  Jan 15 17:50

Proposal Significantly Undervalues the Company and is Not in the Best Interests of Beacon and its Shareholders

On Multiple Occasions Beacon Sought Substantive Engagement with QXO to Demonstrate Path to Value; QXO Refused

Beacon to Hold Investor Day on March 13, 2025, Where Company Will Provide 2028 Long-Term Financial Targets

Shareholders Do Not Need to Take Action At This Time

Beacon (NASDAQ:BECN) (the "Company") today confirmed that it has previously received and rejected an unsolicited, non-binding proposal from QXO, Inc. (NASDAQ:QXO) to acquire all outstanding shares of the Company for $124.25 per share in cash.

QXO's proposal, publicized today, was received on November 11, 2024. Consistent with its fiduciary duties, and in consultation with its independent financial and legal advisors, Beacon's Board of Directors (the "Board") 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's proposal was not in the best interests of Beacon and its shareholders.

Contrary to QXO's 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's 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's planned Investor Day on March 13, at which point 2028 long-term targets will be presented.
  • Structured the NDA to preserve QXO's ability to run a proxy contest at the upcoming 2025 annual meeting of shareholders.
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