Beacon Adopts Poison Pill to Defend Against Hostile QXO Bid
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Beacon Roofing Supply Inc. has adopted a poison pill defense as the building products company pushes back against a hostile takeover approach from QXO Inc.
Herndon, Va.-based Beacon said in a statement on Jan. 28 that it is enacting a stockholder rights agreement to prevent anyone from acquiring control of the company without paying all of its investors “an appropriate control premium.”
The moves comes a day after QXO took its $124.25 per share cash bid for Beacon direct to company’s shareholders, after being rebuffed by Beacon’s board. The price values Beacon at about $11 billion including debt.
Beacon ranks No. 63 on the Transport Topics Top 100 list of the largest private carriers in North America and No. 8 on the building materials carriers sector list.
Jacobs
So-called poison pills seek to dilute the ownership of hostile acquirers. Beacon said on Jan. 28 that it will issue, by means of a dividend, one preferred share purchase right for each outstanding share of Beacon common stock to its investors as of close of business on Feb. 7, 2025. It said the move will give it sufficient time to review QXO’s tender offer and consider the best path forward.
In response, QXO said the stockholder rights agreement is the “only thing stopping shareholders from acting to get cash expeditiously.”
“We are prepared to take all necessary steps to complete this transaction promptly and deliver significant and immediate value to Beacon shareholders,” QXO said in a statement.
This month, QXO made public its unsolicited approach for Beacon, which was tabled in November and rebuffed on the grounds that it undervalued the company. Bloomberg News reported last week that Beacon has started soliciting potential rival interest from strategic and private equity suitors.
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Morgan Stanley is acting as financial adviser to QXO. JPMorgan Chase & Co. is working with Beacon.
QXO, a building products company run by veteran dealmaker Brad Jacobs, is on the lookout for a sizable acquisition. Last year, it made a 7.6 billion euro ($8 billion) offer to acquire Rexel SA, only to walk away after being rebuffed by the French electrical supplies provider. Jacobs is executive chairman of XPO and non-executive chairman of RXO and GXO Logistics.
