Beacon Roofing Supply Inc - BECN STOCK NEWS

QXO Inc (NYSE: QXO) and Beacon Roofing Supply (Nasdaq: BECN) have confirmed ongoing discussions regarding a potential acquisition deal. The proposed transaction would involve QXO acquiring Beacon for $124.35 per share in cash, representing a total consideration of approximately $11 billion.

QXO is currently conducting standard due diligence on Beacon's business operations, and both companies are in negotiations for a definitive agreement. As a result of these discussions, Beacon has postponed its previously scheduled Investor Day event from March 13, 2025. However, both companies emphasize that there is no guarantee these discussions will lead to a final transaction.

Beacon (BECN) has announced the acquisition of DM Figley Company, a wholesale distributor of sealants, waterproofing & concrete repair materials headquartered in Menlo Park, California. DM Figley operates throughout California with locations in Anaheim, Oakland, Sacramento, and San Diego.

The acquisition expands Beacon's Specialty Waterproofing Division to nearly 60 branches nationwide, supporting their Ambition 2025 Plan for above-market growth. Founded in 1970, DM Figley specializes in providing sealants, waterproofing, epoxies, protective coatings, and repair systems to construction professionals.

The integration allows DM Figley's customers to maintain their local relationships while accessing Beacon's expanded service offerings. This strategic move strengthens Beacon's nationwide platform by adding an industry-leading distributor with strong customer relationships and technical expertise.

Beacon (BECN) has responded to QXO's second extension of its unsolicited tender offer of $124.25 per share in cash. The Board of Directors unanimously recommends shareholders NOT tender their shares, stating the offer undervalues the company and its growth prospects.

Only 19.12% of shareholders tendered their shares, showing interest in QXO's proposal. Beacon has attempted to engage with QXO to demonstrate additional value, offering both standard and buyer-friendly terms, but QXO declined to receive confidential information.

The company reports achieving record fourth quarter and full year sales, along with its highest fourth quarter Adjusted EBITDA in history, despite challenging economic conditions in 2024. Beacon clarifies it only provided guidance for FY '25, contrary to QXO's assertions about Q1 '25 guidance.

QXO (NYSE: QXO) has extended its all-cash tender offer to acquire Beacon Roofing Supply (Nasdaq: BECN) until March 10, 2025. The offer stands at $124.25 per share, significantly higher than recent insider sales by Beacon's chairman (21% at $94.80) and CEO (10% at $97.91).

The tender offer has already secured approximately 11,810,616 shares (19.18%) of outstanding shares, despite Beacon's Board implementing a poison pill to obstruct the completion. QXO has obtained antitrust clearance in both the U.S. and Canada, with no financing or due diligence conditions pending.

QXO highlights Beacon's weak performance, including missed Q4 2024 expectations for revenue, organic growth, and EBITDA, with Q1 2025 EBITDA guidance 40% below consensus. The acquisition is fully financed through commitments from Goldman Sachs, Morgan Stanley, Citi, Crédit Agricole, Wells Fargo, and Mizuho, combined with QXO's cash reserves.

Beacon (BECN) reported record fourth quarter and full year performance for 2024, with Q4 net sales reaching $2.40 billion, up 4.5% year-over-year. The company achieved growth across all business lines: residential roofing (+0.8%), non-residential roofing (+5.5%), and complementary products (+11.7%).

Q4 gross margin remained steady at 25.7%, while net income was $83.6 million compared to $95.1 million in the prior year. Adjusted EBITDA increased to $222.5 million from $216.7 million. Full-year net sales grew 7.1% to $9.76 billion, with net income of $361.7 million.

The company completed a $225 million accelerated share repurchase program, retiring 2,425,262 shares. Despite challenging economic conditions, Beacon opened 19 greenfield locations and acquired 42 branches in 2024, demonstrating continued expansion. The company maintained strong cash flow and reduced debt leverage to target range by year-end.

Beacon (BECN), the leading publicly-traded specialty wholesale distributor of roofing and exterior products, has opened four new greenfield branches to expand its service footprint. The new locations include:

• Lafayette, Indiana and La Crosse, Wisconsin serving upper Midwest markets
• St. Augustine, Florida serving the First Coast area
• Frisco, Texas, becoming the eleventh branch serving the Dallas-Fort Worth metroplex

These expansions support Beacon's Ambition 2025 Plan to drive above-market growth through enhanced customer reach. The new branches will offer a full range of exterior products, including Beacon's private-label TRI-BUILT® product line, online ordering via the Beacon PRO+® app, and access to the Beacon OTC® network. The company exceeded its Ambition 2025 revenue and shareholder return targets in 2023.

Beacon (Nasdaq: BECN) has issued a statement responding to QXO, Inc.'s extension of its unsolicited tender offer to acquire all outstanding Beacon shares for $124.25 per share in cash. The company revealed that approximately 10,685,631 shares (about 17.27% of all outstanding shares) have been tendered into the offer.

Beacon's Board of Directors has unanimously rejected QXO's offer, stating it significantly undervalues the company and its growth prospects. The Board emphasized Beacon's strong performance, noting it has generated total shareholder returns exceeding 200% over the past five years under current management.

The Board believes the low tender rate of 17.27% confirms that the majority of shareholders agree the offer price is inadequate. Beacon is encouraging shareholders not to tender their shares and advising those who have already tendered to withdraw them.

QXO (NYSE: QXO) announced an extension of its all-cash tender offer to acquire all outstanding shares of Beacon Roofing Supply (Nasdaq: BECN) at $124.25 per share. Originally set to expire on February 24, 2025, the offer will now remain open until 5:00 p.m. on March 3, 2025. QXO is ready to complete the acquisition shortly after the new expiration date, with no financing or due diligence conditions remaining, and has already obtained antitrust clearance in the U.S. and Canada.

QXO's chairman and CEO, Brad Jacobs, emphasized that this offer represents a substantial cash premium for Beacon shareholders, urging them to support the offer if Beacon's Board removes its anti-shareholder poison pill. As of February 24, 2025, approximately 10,685,631 shares, or 17.27% of Beacon's outstanding shares, have been validly tendered.

QXO has secured full financing commitments from Goldman Sachs, Morgan Stanley, Citi, Crédit Agricole, Wells Fargo, and Mizuho, covering the purchase price, any required refinancing of Beacon’s debt, and associated transaction costs. Morgan Stanley & Co. is serving as QXO's lead financial advisor, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is providing legal counsel.

Beacon (NASDAQ: BECN) announced that QXO has nominated ten individuals for election to Beacon's Board at the 2025 Annual Meeting. This move follows Beacon's Board's unanimous rejection of QXO's unsolicited tender offer of $124.25 per share, which remained unchanged from its November 2024 proposal.

Beacon's current Board, comprising ten directors (nine independent), has overseen the company's successful execution of its Ambition 2025 plan, delivering over 200% total shareholder returns in the past five years and achieving 11 consecutive quarters of record net sales. The Board views QXO's nominations as an attempt to pressure acceptance of an offer price that they believe significantly undervalues Beacon's growth prospects.

The company plans to share its future growth plans and 2028 long-term financial targets at its upcoming Investor Day on March 13, 2025. The Board will evaluate QXO's nominations and present recommendations in the company's proxy statement before the 2025 Annual Meeting.