QXO Inc. just put a little more hostility into its hostile bid for Beacon Building Products, saying it has put together a full slate of independent directors it hopes to have nominated at its annual general meeting – replacing the current board of the roofing supply company.
QXO has been ramping up its efforts to convince Beacon’s shareholders to accept its $ 11 billion takeover proposal in a deal that values the company at a 37% premium to its recent trading averages. Beacon has maintained the deal undervalues the company and has rejected QXO’s advances.
“We are proposing a slate of high-caliber, independent director nominees who are astute at delivering value to shareholders of large public companies,” said Brad Jacobs, chairman and chief executive officer of QXO. “If elected, our nominees would give Beacon’s shareholders a direct voice in advocating for an independent evaluation of QXO’s proposal.
It also issued a release stating that competition watchdogs in the United States and Canada had already pre-cleared the deal.Beacon reacted later in the day, saying its current directors are well positioned to evaluate any deal and would stand for re-election at the March meeting. However, it’s ultimately up to Beacon’s shareholders to decide which nominees will serve on the board.
“Beacon’s Board consists of ten highly qualified directors – nine of whom are independent – who have been critical in overseeing the company’s successful execution of its Ambition 2025 plan, which generated total shareholder returns of more than 200% during the past five years and delivered above-market growth and superior financial and operational results, including 11 straight quarters of record net sales,” Beacon wrote in a release.
“QXO’s director nominations appear to be an attempt to pressure Beacon’s Board into accepting an unchanged offer price that significantly undervalues Beacon’s prospects for growth and value creation, which the board previously rejected. The board remains open to considering all opportunities to maximize shareholder value. Beacon looks forward to sharing more on its future growth plans and 2028 long-term financial targets at its upcoming Investor Day on March 13.”
