Core Viewpoint - QXO, Inc. has made a cash tender offer of $124.25 per share for Beacon Roofing Supply, Inc., which was rejected by Beacon's Board of Directors, despite the offer representing a 37% premium over Beacon's recent trading price [2][3]. Group 1: Offer Details - QXO's tender offer values Beacon at approximately $11 billion, with the offer price being the highest Beacon's shares have ever traded [2]. - The offer represents a 37% premium to Beacon's 90-day unaffected volume-weighted average price of $91.02 per share as of November 15, 2024 [2]. - QXO's offer is positioned as providing certainty, a significant cash premium, and the ability to close quickly without regulatory delays or financing risks [3]. Group 2: Beacon's Response - Beacon's Board has not provided a basis for claiming that QXO's premium offer undervalues its shares, and the current trading price suggests the Board's assertion may be incorrect [2]. - Beacon has announced it will delay the release of its 2028 financial projections until March 13, 2025, which is seen as an unnecessary delay by QXO [3]. Group 3: Transaction Timeline and Conditions - QXO's tender offer will remain open until 12:00 midnight, New York City time, on February 24, 2025, with plans to complete the acquisition shortly after the tender expires [4]. - The transaction is not subject to any financing or due diligence conditions, and QXO expects regulatory waiting periods to have expired or been waived by the time the tender offer concludes [4]. Group 4: Company Background - QXO provides technology solutions primarily to clients in manufacturing, distribution, and service sectors, aiming to become a leader in the $800 billion building products distribution industry [6]. - The company targets tens of billions of dollars in annual revenue over the next decade through both acquisitions and organic growth [6].

Core Viewpoint - QXO, Inc. is committed to acquiring Beacon Roofing Supply, Inc. for $124.25 per share in cash, which represents a significant premium over Beacon's recent stock prices [1][2]. Group 1: Acquisition Details - QXO's all-cash tender offer of $124.25 per share provides a 37% premium to Beacon's 90-day unaffected volume-weighted average price of $91.02 as of November 15, 2024, and a 26% premium to the price of $98.75 before the proposal became public [2]. - The tender offer will remain open until 12:00 midnight, New York City time, on February 24, 2025, with QXO prepared to complete the acquisition shortly after the tender expires [3]. - The transaction is not subject to any financing or due diligence conditions, and QXO expects regulatory approval processes to be completed by the time the tender offer expires [3]. Group 2: Company Background - QXO provides technology solutions primarily to clients in manufacturing, distribution, and service sectors, including consulting, professional services, and proprietary software development [5]. - The company aims to become a tech-forward leader in the $800 billion building products distribution industry, targeting tens of billions of dollars in annual revenue over the next decade through acquisitions and organic growth [5].

Core Viewpoint - QXO, Inc. has proposed to acquire Beacon Roofing Supply, Inc. for $124.25 per share in cash, representing a total transaction value of approximately $11 billion and a 37% premium over Beacon's 90-day unaffected share price of $91.02 [1]. Group 1: Proposal Details - The all-cash offer of $124.25 per share is positioned as compelling value for Beacon shareholders, despite the Beacon Board's reluctance to engage [2]. - QXO's proposal includes a 26% premium to Beacon's unaffected price of $98.75 per share as of November 15, 2024, and a 17% premium to Beacon's all-time high price of $105.84 [6][12]. - QXO has secured approximately $5 billion in cash and financing commitments to ensure the acquisition can be completed without contingencies [9]. Group 2: Engagement Challenges - QXO has faced over five months of actions from Beacon's Board that appear to frustrate the transaction, including delays and unreasonable preconditions [4]. - Despite attempts to engage constructively, QXO has encountered significant resistance from Beacon's leadership, including a proposed standstill that would prevent direct communication with shareholders [5]. Group 3: Market Context - The attractiveness of QXO's offer has increased due to a deteriorating operating environment and capital markets, which have negatively impacted Beacon's business outlook [7]. - Beacon's trading multiple has lagged behind peers, with a significant discount in its valuation compared to the building products sector [12]. Group 4: QXO's Readiness - QXO is prepared to move quickly to negotiate definitive acquisition documentation and has the institutional knowledge and experience to execute the transaction efficiently [11][16]. - The leadership team at QXO has a proven track record of building and growing businesses through strategic acquisitions and investments in technology [14][15].

Company Listing Transfer - QXO Inc will transfer its common stock listing from Nasdaq to the New York Stock Exchange (NYSE) starting January 17, 2025 [1] - The company will retain its stock ticker symbol QXO during the transfer [1] - QXO's Chairman and CEO Brad Jacobs will ring the Opening Bell on the first day of NYSE trading [1] CEO Statement and Company Vision - CEO Brad Jacobs expressed confidence in NYSE listing, citing prior successful NYSE-listed companies he founded [2] - QXO aims to become a tech-forward leader in the $800 billion building products distribution industry [2] - The company targets tens of billions in annual revenue through acquisitions and organic growth over the next decade [2] Business Overview - QXO provides technology solutions primarily to manufacturing, distribution, and service sectors [2] - Services include consulting, professional services, specialized programming, training, and technical support [2] - The company develops proprietary software and acts as a value-added reseller for business application software [2] - Software solutions cover accounting, financial reporting, ERP, warehouse management, CRM, and business intelligence [2] Media and Investor Contacts - Media contact: Joe Checkler, 203-609-9650, joe.checkler@qxo.com [4] - Investor contact: Mark Manduca, 203-321-3889, mark.manduca@qxo.com [4]

Industry Overview - The building products distribution industry is a massive market, estimated at roughly $800 billion in annual revenue across North America and Europe, which is larger than the global semiconductor billings projected for 2024 [1]

Legal Investigation - Levi & Korsinsky has initiated an investigation into QXO (NASDAQ: QXO) regarding potential breaches of fiduciary duty [1] - Shareholders who have held QXO shares since at least July 30, 2024, and currently hold shares can obtain additional information or contact Joseph E Levi, Esq [1] Law Firm Background - Levi & Korsinsky is a nationally recognized firm with offices in New York, Connecticut, California, and Washington, D C [2] - The firm's attorneys have extensive expertise in prosecuting securities litigation involving financial fraud and have recovered hundreds of millions of dollars for aggrieved shareholders [2] Contact Information - Levi & Korsinsky, LLP is located at 33 Whitehall Street, 17th Floor, New York, NY 10004 [3] - Contact Joseph E Levi, Esq via email at [email protected] or by telephone at (212) 363-7500 [3]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________ Emerging Growth Company o FORM 10-Q ____________ x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38063 QXO, INC. (Exact name of registrant as specified in its charter) Delaware ( ...

Exhibit 99.1 Three Months Ended Nine Months Ended QXO Reports Third Quarter 2024 Results GREENWICH, Conn. — November 13, 2024 — QXO, Inc. (Nasdaq: QXO) today announced its financial results for the third quarter 2024. The company reported a loss of $0.01 per basic and diluted share attributable to common shareholders. THIRD QUARTER 2024 SUMMARY RESULTS (in thousands) September 30, 2024 September 30, 2023 Percent ChangeSeptember 30, 2024 September 30, 2023 Percent Change | --- | --- | --- | --- | --- | --- | ...