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

General News
Beacon Building Products Logo - Lumber Stocking Wholesaler/Distributor & Retail Yard

Beacon Board Has Unanimously Recommended That Beacon Shareholders NOT Tender Their Shares Into QXO’s Offer

Beacon (the “Company”) issued the following statement regarding QXO, Inc.’s extension of its unsolicited tender offer to acquire all outstanding shares of Beacon common stock for $124.25 per share in cash and QXO’s statement that approximately 10,685,631 shares of Beacon common stock, which represents approximately 17.27% of all issued and outstanding shares, have tendered into the offer:

Beacon’s Board of Directors (the “Board”) has unanimously concluded that QXO’s unsolicited tender offer (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 has a strong track record of delivering above market growth and superior financial and operational results through the successful execution of Ambition 2025. Having generated total shareholder returns of more than 200% during the past five years1 under the current management team, the Board is confident that Beacon’s standalone plan will deliver substantially greater value than QXO’s proposal.

In addition, 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.

We appreciate the support we have received and continue to encourage all Beacon shareholders not to tender their shares into the Offer. We similarly encourage those who have tendered to withdraw their shares.

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 publicly-traded Fortune 500 company that distributes specialty building products, including roofing materials and complementary products, such as siding and waterproofing. The company operates over 580 branches throughout all 50 states in the U.S. and 7 provinces in Canada. Beacon serves an extensive base of nearly 100,000 customers, utilizing its vast branch network and service capabilities to provide high-quality products and support throughout the entire project 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.