Exhibit (a)(5)(A)
QXO Launches $11 Billion Tender Offer to Acquire Beacon Roofing Supply for
$124.25 Per Share in Cash
Urges Beacon Shareholders to Secure Significant and Immediate Cash Value by Tendering
into QXO’s Offer
GREENWICH, Conn., January 27, 2025 – QXO, Inc. (NYSE: QXO) today announced that it is commencing an all-cash tender offer to acquire all outstanding shares of Beacon Roofing Supply, Inc. (Nasdaq: BECN) for $124.25 per share. This price implies a 37% premium above Beacon’s 90-day unaffected volume-weighted average price of $91.02 per share as of November 15, 2024. The total transaction enterprise value is approximately $11 billion.
QXO intends to complete the acquisition quickly after the tender offer expires in 20 business days, subject to the terms of the offer. The proposed transaction is not subject to any contingencies related to financing or due diligence. QXO expects that the waiting periods under the Hart-Scott-Rodino Act and the Canadian Competition Act will have expired or been waived by the time the tender offer expires.
Brad Jacobs, chairman and chief executive officer of QXO, said, “Our compelling offer would get cash into the hands of Beacon shareholders immediately at a significant premium to the unaffected share price. We believe that Beacon would be a strong fit for QXO and a key part of our plan to become a forward-looking leader in building products distribution.”
In addition, QXO reiterates that it intends to pursue all options to complete a transaction, including nominating directors for election at Beacon’s Annual Meeting.
Secured Financing in Place
QXO has secured full financing commitments from Goldman Sachs, Morgan Stanley, Citi, Credit Agricole, Wells Fargo and Mizuho. The proceeds from the financing commitments, together with QXO’s cash on hand, will be sufficient to pay 100% of the purchase consideration, any required refinancing of Beacon’s debt, and associated transaction fees and expenses.
Terms
The offer and withdrawal rights are scheduled to expire at 12:00 midnight, New York City time, at the end of February 24, 2025, unless the offer is extended. The full terms, conditions and other details of the tender offer are set forth in the offering documents that QXO is filing today with the Securities and Exchange Commission (the “SEC”).
Morgan Stanley & Co. LLC is acting as lead financial advisor to QXO, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel.
About QXO
QXO provides technology solutions, primarily to clients in the manufacturing, distribution and service sectors. The company provides consulting and professional services, including specialized programming, training and technical support, and develops proprietary software. As a value-added reseller of business application software, QXO offers solutions for accounting, financial reporting, enterprise resource planning, warehouse management systems, customer relationship management, business intelligence and other applications. QXO plans to become a tech-forward leader in the $800 billion building products distribution industry. The company is targeting tens of billions of dollars of annual revenue in the next decade through accretive acquisitions and organic growth. Visit QXO.com for more information.
Forward-Looking Statements
This communication contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets, goals, regulatory approval timing and nominating directors are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,”