In its continuing pursuit of acquiring specialty materials distributor Beacon Roofing Supply, QXO has again extended the deadline for its all-cash tender offer, now set for 5:00 pm ET on March 10.

Originally set to expire at midnight ET on Feb. 24, QXO announced in a Feb. 25 news release that the deadline would be extended until 5:00 pm on March 3.

At the end of trading on March 3, 19.18% of Beacon’s outstanding shares had been entered into QXO’s offer — compared to 17.3% at the end of Feb. 24.

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“Beacon’s chairman, Stuart Randle, recently sold 21% of his shares at $94.80 per share, and CEO Julian Francis sold 10% of his shares at $97.91 per share — yet the Board continues to block its own shareholders from accepting QXO’s $124.25 per share all-cash offer,” QXO Chairman and CEO Brad Jacobs said in the news release. “The Board’s resistance is even more indefensible given Beacon’s weak performance, missing Q4 2024 expectations for revenue, organic growth and EBITDA, while guiding Q1 2025 EBITDA 40% below consensus.”

Beacon Responds

Like it did immediately following QXO’s previous offer extension, Beacon issued a response shortly after QXO’s on March 4, expectedly reiterating its stance that QXO’s offer “substantially undervalues” the company and its prospects for growth and value creation.

“For a second time, QXO has extended an Offer that represents an opportunistic attempt to take advantage of the current macro environment and acquire Beacon at a discount to its intrinsic value for the benefit of QXO but the detriment of Beacon’s shareholders,” Beacon said in a statement.

Beacon also corrected QXO’s note about the guidance Beacon provided in its fourth quarter/full-year 2024 earnings call on Feb. 27, clarifying that the guidance it provided was only for its fiscal year 2025 and that it provided no guidance with respect to 1Q25 adjusted EBITDA.

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As far as tendered shares, Beacon said the fact that “only” 19.12% of them have been tendered into QXO’s offer up approximately 1.2 percentage points over the course of one week — signals resistance to QXO.

“There is an unmistakable message for QXO in this tepid response: the vast majority of Beacon shareholders are underwhelmed by QXO’s first and only offer,” Beacon stated.

Previous QXO-Beacon Coverage

• • QXO Unveils Slate of Directors to Replace Beacon’s, Gains Antitrust Clearance – Feb. 12
  • QXO Says Beacon is Misrepresenting its Valuation to Shareholders (Premium) – Feb. 10
  • QXO Urges Beacon to Let Shareholders Decide on Offer After Board Rejection– Feb. 6
  • QXO Puts Ball in Beacon’s Court for Deal, Provides Communication Timeline (Premium) – Jan. 27

QXO reiterated its commitment to finalize the acquisition once the tender offer expires, adding that the transaction is not contingent on “financing or due diligence conditions.” QXO has already secured antitrust clearance in both the U.S. and Canada.

On Feb. 21, QXO launched a microsite to house all the information it has publicly shared regarding its pursuit of Beacon, including details of the offer; press releases; a “Debunking Beacon’s misleading claims” section; and quotes from numerous industry analysts, capital research firm and investments banks. Beacon had done the same on a microsite that details its stance on rejecting QXO’s offer.

Beacon’s Feb. 27 financials release showed that the company had annual revenue of $9.76 billion, up 7.1% vs. 2023 despite a sharp 4Q demand slowdown.