공시 • Apr 29
QXO, Inc. (NasdaqCM:QXO) completed the acquisition of Beacon Roofing Supply, Inc. (NasdaqGS:BECN) from FMR LLC and others.
QXO, Inc. (NasdaqCM:QXO) made a proposal to acquire Beacon Roofing Supply, Inc. (NasdaqGS:BECN) from FMR LLC and others for $7.8 billion on November 11, 2024. QXO, Inc. (NasdaqCM:QXO) entered into a definitive merger agreement to acquire Beacon Roofing Supply, Inc. (NasdaqGS:BECN) from FMR LLC and others for $7.8 billion on March 20, 2025. QXO made a proposal to acquire all outstanding shares of Beacon for $124.25 per share in cash. The proposal implies a total transaction value of approximately $11 billion. QXO, Inc. secured committed financing for the transaction and the proposal contains no financing contingency. On January 27, 2025 – QXO announced that it is commencing an all-cash tender offer to acquire all outstanding shares of Beacon Roofing Supply, Inc. for $124.25 per share and Beacon shareholders are urged not to take any action at this time. As of March 20, 2025, parties entered into a definitive merger agreement under which QXO will acquire Beacon for $124.35 per share in cash. The Board will issue its formal recommendation to shareholders regarding QXO’s tender offer within ten business days by filing with the U.S. Securities and Exchange Commission a recommendation statement on Schedule 14D-9. QXO has obtained a total of $6.5 billion in debt financing commitments to finance the purchase price. The Committed Debt Financing is provided by affiliates of each of Goldman Sachs, Morgan Stanley, Citi, Credit Agricole, Wells Fargo and Mizuho and is subject to the terms and conditions set forth in the related debt commitment letter. In case of termination of the transaction under certain circumstances, Beacon is obligated to pay QXO the termination fee of $336,931,450.
The transaction is subject to the satisfaction of the Minimum Tender Condition, the Beacon Board Approval Condition, the Regulatory Approvals Condition, the material adverse effect Condition and the No Injunction Condition. The Board of Directors QXO of have the full support to pursue this transaction. Beacon’s Board unanimously rejected the proposal and determined that it significantly undervalues the company. As of January 28, 2025, Beacon Roofing announced it has implemented a poison pill strategy to counter an unsolicited takeover bid from QXO. As of February 6, 2025, Beacon board rejects the proposal, unanimously determined that the Offer significantly undervalues the Company and its prospects for growth and value creation, and is not in the best interests of Beacon and its shareholders. Accordingly, the Board unanimously recommends that shareholders not tender into the Offer. QXO urges Beacon Roofing Supply to let shareholders decide on premium all cash offer. As of February 12, 2025 QXO confirmed that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired and that it has received early termination of the waiting period from the Canadian Competition Bureau. Accordingly, the Regulatory Approvals Condition solely as it relates to the HSR Act and the Competition Act (Canada) has been satisfied. The tender offer, originally set to expire at 12:00 midnight (New York City time) on February 24, 2025, will remain open until 5:00 p.m. (New York City time) on March 3, 2025. As of March 4, 2025, the tender offer, which was scheduled to expire at 5:00 p.m. (New York City time) on March 3, 2025, will remain open until 5:00 p.m. (New York City time) on March 10, 2025. As per filing on March 11, 2025 The tender offer, which was scheduled to expire at 5:00 p.m. (New York City time) on March 10, 2025, will remain open until 5:00 p.m. (New York City time) on March 14, 2025. As per filing on March 17, 2025 The tender offer, which was scheduled to expire at 5:00 p.m. (New York City time) on March 14, 2025, will remain open until 5:00 p.m. (New York City time) on March 18, 2025. QXO is currently prepared to complete the acquisition shortly after the tender expires, subject to the offer’s terms. As of April 1, 2025 The tender offer will remain open until 5:00 p.m. (New York City time) on April 14, 2025. As of March 20, 2025, the boards of directors of both companies have unanimously approved the transaction and the transaction is expected to close by the end of April. As of April 14, 2025 The tender offer will remain open until 5:00 p.m. (New York City time) on April 21, 2025. As of April 21, 2025 The tender offer will remain open until 5:00 p.m (New York City time) on April 28, 2025.
QXO, Inc. retained Morgan Stanley & Co. LLC as lead financial advisor; Nickolas Bogdanovich, Stan Richards, David Huntington,Scott Barshay,Mark Wlazlo, Danielle Penhall, Kyle Seifried, Gregory Ezring, David Hong, Patricia Vaz de Almeida, Carmen Lu, Tony Rim,Frances Mi,David Sobel,Christopher Gonnella,Jean McLoughlin,Scott Sontag,Alyssa Wolpin,Jonathan Ashtor,Matthew Rosenberg,Geoffrey Chepiga, Andre Bouchard, Matthew Stachel,Ariane Rockoff-KirK,Martin Flumenbaum,Peter Fisch,Yuni Sobel and William O’Brien of Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsels with Wachtell Lipton providing additional legal advice; Scott Winter and Jonathan Salzberger of Innisfree as proxy solicitor; and Gladstone Place Partners as strategic communications firm. Bruce Goldfarb and Pat McHugh of Okapi Partners LLC acted as an information agent for Beacon and J.P. Morgan Securities LLC and Lazard Freres & Co. LLC acted as financial advisors and fairness opinion provider. Kai H. E. Liekefett and Leonard Wood of Sidley Austin LLP and Eric M. Swedenburg, Lee A. Meyerson, Katherine M. Krause, Louis H. Argentieri, Gillian Emmett Moldowan, Katherine Reaves, Hui Lin, Jonathan Goldstein, Ron Ben-Yehuda, Karen Kazmerzak, and Kelly Karapetyan of Simpson Thacher & Bartlett LLP are legal advisors to Beacon. QXO retained Computershare Trust Company, N.A. to act as the Depositary in connection with the Offer. QXO is also being advised by Goldman Sachs, Citi, Centerview, Credit Agricole, Wells Fargo and Mizuho.
QXO, Inc. (NasdaqCM:QXO) completed the acquisition of Beacon Roofing Supply, Inc. (NasdaqGS:BECN) from FMR LLC and others on April 28, 2025. All of the conditions to consummate the tender offer have been satisfied. QXO acquired the remaining outstanding Beacon shares through a second-step merger.