On January 27, 2025, Beacon Roofing Supply, Inc. distributed the following message to
its employees:
Dear Beacon Team,
You may have seen
today that we issued a press release confirming that QXO, Inc., has commenced an unsolicited tender offer to acquire all outstanding shares of the Company’s common stock for $124.25 per share in cash. You can find our press release here.
In practical terms, a tender offer is an offer made directly to a company’s shareholders to purchase their stock. A tender offer must comply with certain
rules and regulations of the SEC. Consistent with its fiduciary duties and in consultation with its financial and legal advisors, our Board will thoroughly evaluate QXO’s tender offer to determine the course of action that it believes is in the
best interests of Beacon and its shareholders. However, as we noted in our response release, QXO’s offer price remains unchanged from its November 11, 2024, proposal, which our Board unanimously rejected.
For those of you who are shareholders, no action is required at this time. The Board is evaluating and will provide its formal recommendation regarding the
tender offer to all shareholders within ten business days, and therefore we advise all Beacon shareholders to take no action at this time.
I want to
emphasize that it is business as usual for all of us and this news has no impact on our strategy or day-to-day operations. We should continue to do what we do best
– providing our customers with exceptional products and service.
As a reminder, and consistent with our company policy, please direct all inquiries
to Jennifer Lewis at corporatecommunications@becn.com. As always, it is important to remain vigilant with respect to any unusual requests, particularly in light of an increase in phishing attempts. If an email or text message looks even slightly
suspicious, please report it to our IT team immediately.
I see and feel your constant dedication to Beacon, thank you. We will continue to keep you
updated as we move ahead.
Julian
Julian Francis
CEO & President
505 Huntmar Park Drive, Suite 300
Herndon, VA 20170
becn.com
Forward Looking Statements
These materials contain
information that may constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate
strictly to historic or current facts and often use words such as “anticipate,” “estimate,” “expect,” “believe,” “will likely result,” “outlook,” “project” and other words and
expressions of similar meaning. Investors are cautioned not to place undue reliance on forward-looking statements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors,
including, but not limited to, those set forth in the “Risk Factors” section of the Company’s Form 10-K for the fiscal year ended December 31, 2023 and subsequent filings with the U.S.
Securities and Exchange Commission (the “SEC”). The Company may not succeed in addressing these and other risks. Consequently, all forward-looking statements in this release are qualified by the factors, risks and uncertainties contained
therein. In addition, the forward-looking statements included in these materials represent the Company’s views as of the date of these materials and these views could change. However, while the Company may elect to update these forward-looking
statements at some point, the Company specifically disclaims any obligation to do so, other than as required by federal securities laws. These forward-looking statements should not be relied upon as representing the Company’s views as of any
date subsequent to the date of this release.
