As it continues to pursue an acquisition of specialty materials distributor Beacon Roofing Supply, QXO is extending the deadline on its all-cash tender offer.

Originally set to expire at midnight ET on Feb. 24, the new deadline will remain open until March 3 at 5:00 pm.

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“Our offer remains the only opportunity for Beacon shareholders to secure a substantial cash premium now,” QXO Chairman and CEO Brad Jacobs said in the company’s Feb. 25 news release. “We’re confident Beacon investors will overwhelmingly support our offer if the Beacon Board removes its anti-shareholder poison pill.”

QXO said it is prepared to finalize the acquisition soon after the tender expires. The transaction is not contingent on financing or due diligence, and QXO has already received antitrust clearance in both the U.S. and Canada.

QXO Says Beacon is Misrepresenting its Valuation to Shareholders (free for Premium)

Earlier, on Feb. 12, QXO raised the stakes by presenting a full slate of nominees to replace Beacon’s current board of directors. The proposed slate consists of current and former senior executives and directors of large, global companies.

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17% of outstanding Beacon Shares Have Been Tendered as of Feb. 24

QXO’s news release also shared that the depositary and paying agent for the tender offer reported that, as of 6:00 p.m. ET on Feb. 24, approximately 10.7 million Beacon shares have been validly tendered and not withdrawn, representing about 17.3% of the issued and outstanding shares at that time.

QXO noted that volume is above expectations at this stage, given the shareholder rights poison pill Beacon implemented.

MDM Exclusive — A QXO spokesperson provided the following quote on the matter to MDM: “Beacon’s board disingenuously argues that the tender result ‘reaffirms’ shareholder opposition to QXO’s offer. In fact, Beacon’s board implemented a poison pill precisely to prevent shareholders from participating in the QXO tender offer — yet they did so anyway, in remarkable numbers. If the Beacon board truly believes its own rhetoric, it should remove the poison pill, allowing Beacon shareholders to make their own choice. We doubt they’ll take that step, as they know shareholders would overwhelmingly choose our offer.”

Beacon’s Response

Expectedly, Beacon issued a statement shortly after QXO’s extension announcement, acknowledging it while holding steady to its position that the offer “significantly undervalues” Beacon and its growth and value creation prospects and “is not in the best interests of Beacon and its shareholders.”

Addressing QXO’s note about the shares that have been tendered, Beacon said the following: “The fact that shareholders have only tendered approximately 17.27% of shares reaffirms that, consistent with the board’s view, the offer is at a price that the vast majority of shareholders believe does not adequately capture Beacon’s full intrinsic value.”

Beacon again asked shareholders to not tender their shares and encouraged those who have done so to withdraw them.

MDM’s Take

If Beacon’s shareholders vote for QXO’s proposed board, that new board would conceivably be able to remove the poison pill and allow Beacon shareholders to vote on QXO’s tender offer.

Stay tuned for more MDM coverage of this development.

Previous QXO-Beacon Coverage

• 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

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.