or other business combination after an unapproved party acquires 15% (or 20% in the case of certain investors filing on Schedule 13G) or more of the outstanding shares of Beacon common stock,
each holder of a right would then be entitled to purchase, at the then-current exercise price, shares of the acquiring company’s stock at a 50% discount. The Board, at its option, may exchange each right (other than rights owned by the
acquiring person that have become void) in whole or in part, at an exchange ratio of one share of Beacon common stock per outstanding right, subject to adjustment. Except as provided in the Rights Agreement, the Board is entitled to redeem the
rights at $0.001 per right.
If a person or group beneficially owns 15% (or 20% in the case of certain investors filing on Schedule 13G) or more of the
outstanding shares of Beacon common stock prior to Beacon’s announcement of its adoption of the Rights Agreement, then that person’s or group’s existing ownership percentage will be grandfathered (except that, with certain exceptions,
if at any time after the announcement of the adoption of the Rights Agreement such person or group increases its ownership of Beacon common stock, such person’s or group’s ownership percentage will no longer be considered grandfathered).
Additional information regarding the Rights Agreement will be contained in a current report on Form 8-K to be
filed by Beacon with the U.S. Securities and Exchange Commission.
J.P. Morgan is serving as financial advisor and Sidley Austin LLP and Simpson
Thacher & Bartlett LLP are 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.
Forward Looking Statements
This release contains
information that may constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate
strictly to historic or current facts and often use words such as “anticipate,” “estimate,” “expect,” “believe,” “will likely result,” “outlook,” “project” and other words and
expressions of similar meaning, and include statements regarding the purpose, adoption and objective of the Rights Agreement. Investors are cautioned not to place undue reliance on forward-looking statements. Actual results may differ materially
from those indicated by such forward-looking statements as a result of various important factors, including, but not limited to, risks relating to the purpose, adoption
