Jan 28 (Reuters) - Beacon Roofing Supply ( BECN ) 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.