*Updated at 3:55 p.m.

QXO, Inc. has once again extended its all-cash tender offer to acquire all outstanding shares of Beacon at a premium of $124.25 per share. Originally set to expire at 5 p.m. on March 3, the offer has been extended to 5 p.m. on March 10.

Beacon shares fell 2.51 points on the original expiration date, and the stock’s 52-week high has yet to reach QXO’s offer price, underscoring the premium available to shareholders.

“Beacon’s chairman, Stuart Randle, recently sold 21% of his shares at $94.80 per share, and CEO Julian Francis sold 10% at $97.91 per share — yet the Board continues to block its own shareholders from accepting QXO’s $124.25 per share all-cash offer,” Brad Jacobs, chairman and chief executive officer of QXO, said in the company’s March 4 news release.

QXO emphasized that the extension is not subject to financing or due diligence conditions.

A QXO representative noted that commitments to the tender offer have increased by more than 11% since Feb. 24, now exceeding 19% of outstanding shares — up 1.9 points from the company’s last extension. 

While still short of the required threshold, the rising participation suggests growing momentum.

Beacon has opposed QXO’s bid by implementing a poison pill strategy, a defensive measure designed to make a takeover more difficult. As previously reported by Roofing Contractor, this plan involved issuing preferred share purchase rights to common shareholders as of Feb. 7.

In a statement released Tuesday afternoon, Beacon’s board of directors responded to QXO unambiguously:

“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. 

The distributor also stated it offered to engage on what it described as “radically buyer-friendly terms: “[I]included preserving QXO’s ability to run a proxy contest at our 2025 Annual Meeting if confidential discussions could not close the valuation gap.”

Beacon’s recently released Q4 CY2024 earnings achieved record fourth-quarter and full-year sales, along with its highest fourth-quarter Adjusted EBITDA, despite what the company described as tough economic conditions last year. 

“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 statement continued. “The Company provided no guidance with respect to 1Q25 Adjusted EBITDA.”

Analysts remain divided on Beacon’s valuation. The current consensus rating is Moderate Buy, based on six Buy ratings and four Hold ratings. 

According to MarketBeat, the 12-month price target has fluctuated significantly in recent weeks, ranging from a high of $140 to a low of $95. 

RBC Capital recently revised its target, lowering it from $130 to $124 while maintaining an Outperform rating. Stifel Nicolaus analyst W. Andrew Carter has held a Hold rating with a $122.55 price target, while Truist Financial’s Keith Hughes has given a similar Hold rating.

Beacon shareholders who have already tendered their shares do not need to take further action, while those who have not are encouraged to act before the new deadline. 

QXO has secured full financing commitments from major financial institutions—including Goldman Sachs, Morgan Stanley, Citi, Crédit Agricole, Wells Fargo, and Mizuho—ensuring the company can meet the purchase price, refinance Beacon’s debt, and cover transaction costs.

In its latest statement, QXO and its advisors expressed confidence that the extension will help overcome Beacon’s board opposition and ultimately lead to a successful acquisition.