(Reuters) – Beacon Roofing Supply said on Tuesday it has adopted a limited duration stockholder rights agreement, commonly known as a poison pill, following a hostile takeover bid by QXO.
Beacon is issuing one preferred share purchase right for each outstanding share of its common stock to stockholders, by way of a dividend, as of Feb. 7, the company said.
The rights agreement was intended to protect the company and its stockholders from “anyone seeking to opportunistically gain control of Beacon without paying all stockholders an appropriate control premium”, Beacon said.
“The only thing stopping shareholders from acting to get cash expeditiously is the decision by Beacon’s Board to adopt a poison pill,” QXO Chief Executive Brad Jacobs said.
QXO took its $11 billion takeover offer for Beacon Roofing to shareholders on Monday, after the roofing materials’ distributor repeatedly rebuffed its offer. Beacon urged its shareholders not to take any action and said it would evaluate QXO’s offer.
The tender offer, which has remained unchanged since QXO’s Nov. 11 proposal according to Beacon, would be outstanding until Feb. 24, QXO said on Tuesday.
QXO, which is looking to enter the massive but fragmented building products distribution industry, said on Monday that it plans to complete the acquisition quickly after the tender offer expires in 20 business days, subject to its terms.
It also said it had secured full-financing commitments from Goldman Sachs, Morgan Stanley, Citi, Credit Agricole, Wells Fargo and Mizuho.
(Reporting by Anshuman Tripathy in Bengaluru; Editing by Shounak Dasgupta and Pooja Desai)
