Both sides in the standoff between building materials distributor Beacon and the platform seeking to buy it further entrenched their positions on Feb. 6.

Beacon announced that its board of directors unanimously rejected QXO’s unsolicited tender offer of $125.25 per share — an offer valued at $11 billion has essentially been on the table since Nov. 11.

Expectedly, QXO responded immediately with a statement of its own in which it urged Beacon to let its shareholders decide on whether to take the newly-formed company’s all-cash offer.

QXO Puts Ball in Beacon’s Court for Deal, Provides Communication Timeline

The language in the latest statements from both sides reiterated the message that each has publicly shared since mid-January. Beacon reiterated that it views QXO’s offer significantly undervalues the roofing and other building materials distributor.

Ultimately, Beacon said that it’s board recommends that shareholders do not tender their shares into QXO’s offer.

“QXO has failed to improve its first and only proposal, which the Board determined significantly undervalues the Company and our prospects for growth and value creation,” Beacon Chairman Stuart Randle said in a news release.

Meanwhile, QXO restated how its offer represents a 37% premium to Beacon’s 90-day unaffected share price as of Nov. 15 — which is a day before a Wall Street Journal report made news of the offer public — and is higher than Beacon’s shares have ever traded.

“Beacon’s board offers no basis for its assertion that QXO’s premium offer undervalues Beacon’s shares, and the trading price of Beacon’s shares indicates that Beacon’s Board is wrong,” QXO’s statement read.

QXO’s tender offer was announced Jan. 27 and included an expiration of Feb. 24. Beacon responded that same day saying it would provide recommendations to shareholders within 10 business days via an SEC filing, and it followed through with that on Feb. 6.

Background

On Jan. 27, QXO filed its own SEC brief in which it provided an extensive timeline of negotiation attempts and updates with Beacon, along with its stance on actions Beacon’s board had taken, noting “unreasonable predictions” and QXO engagement attempts that had been met with delays and cancellations.

A day later, Beacon announced that its board unanimously adopted a limited duration shareholder rights agreement to protect stockholder interests that went into effect immediately. QXO called the move a “poison pill” and “shareholder unfriendly” aimed at blocking QXO’s bid.

Beacon also shared that it will report its fourth quarter and full year 2024 financial results on Feb. 27.

Beacon is set to host an investor day on March 13 in New York City.