Beacon Issues Statement in Response to QXO’s Second Extension of Unsolicited Tender Offer

Beacon’s Board of Directors Continues to Reiterate Unanimous Recommendation That Beacon Shareholders NOT Tender Their Shares Into QXO’s Offer

Beacon (the “Company”) issued the following statement regarding QXO, Inc.’s second extension of its unsolicited tender offer to acquire all outstanding shares of Beacon common stock for $124.25 per share in cash (the “Offer”):

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 has repeatedly offered to engage with QXO to demonstrate the additional value for which QXO’s initial offer does not fairly compensate our shareholders.

• We have offered to do this on the standard terms regularly agreed to in such cases.
• When QXO objected to those terms, we offered to engage on radically buyer-friendly terms, which included preserving QXO’s ability to run a proxy contest at our 2025 Annual Meeting if confidential discussions could not close the valuation gap.
• QXO repeatedly stated it was not interested in receiving any confidential information about the Company and its business.

Notably, only 19.12% of the shareholders tendered their shares into QXO’s offer, a small change from the tender’s prior results. 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’s Board remains open to considering all opportunities to maximize shareholder value. The Board also continues to be unanimous in its belief that the Offer significantly undervalues the Company and its prospects for growth and value creation and is not in the best interests of Beacon and its shareholders.

Beacon delivered record fourth quarter and full year sales, and the Company’s highest fourth quarter Adjusted EBITDA in history, despite the challenging economic environment in 2024. Contrary to what QXO asserted in its press release earlier today, Beacon notes that, during the Company’s recent Q4 and FY ‘24 earnings call, it provided guidance for only FY ’25. The Company provided no guidance with respect to 1Q25 Adjusted EBITDA.

Additional information related to QXO’s unsolicited tender offer is available at www.BeaconBuildsValue.com.

J.P. Morgan is serving as financial advisor to the Company and its Board, and Lazard is serving as financial advisor to the Board. Sidley Austin LLP and Simpson Thacher & Bartlett LLP are serving as legal advisors to Beacon.

About Beacon

Founded in 1928, Beacon is a Fortune 500, publicly traded distributor of building products, including roofing materials and complementary products, such as siding and waterproofing. The company operates over 530 branches throughout all 50 states in the U.S. and 6 provinces in Canada. Beacon serves an extensive base of nearly 100,000 customers, utilizing its vast branch network and diverse service offerings to provide high-quality products and support throughout the entire business lifecycle. Beacon offers its own private label brand, TRI-BUILT®, and has a proprietary digital account management suite, Beacon PRO+, which allows customers to manage their businesses online. Beacon’s stock is traded on the Nasdaq Global Select Market under the ticker symbol BECN. To learn more about Beacon, please visit www.becn.com.

Contact:

Jennifer Lewis – VP, Communications and Corporate Social Responsibility – jennifer.lewis@becn.com – (571) 752-1048

Source: Beacon Roofing Supply, Inc.