MIAMI, Sept. 22, 2016 /PRNewswire/ -- Lennar
Corporation (NYSE: LEN and LEN.B) and WCI Communities, Inc. (NYSE:
WCIC) today announced that they have entered into a definitive
merger agreement under which Lennar will acquire all of the
outstanding shares of WCI Communities, Inc. ("WCI") common stock in
a cash and stock transaction valued at $23.50 per WCI share, representing a 37% premium
to WCI's closing stock price on September
21, 2016.
The transaction gives WCI a total equity value of approximately
$643 million and an enterprise value
of $809 million.
The transaction will be in the form of a merger of WCI and a
newly formed Lennar subsidiary. The current expectation is
that the merger consideration for each WCI share will be
$11.75 in cash and a fraction of a
share of Lennar Class A common stock with a value of $11.75, based on the volume weighted average
price of Lennar's Class A common stock on the New York Stock
Exchange over the ten trading days preceding the WCI stockholder
vote on the merger. However, Lennar has the option of varying
the portions of the $23.50 per share
merger consideration that will be cash and Lennar stock, including
paying the entire merger consideration in cash. The transaction is
structured in a manner intended to cause the receipt of Lennar
stock as a result of the merger not to be a taxable event for WCI
stockholders.
The transaction will combine two of the largest homebuilders in
Florida. With a legacy that spans
more than 60 years, WCI has established a leading expertise in
developing amenity rich, lifestyle master planned communities
catering to move-up, active adult and second-home buyers. In the
latest 12 months ended June 30, 2016,
WCI delivered 1,118 homes with an average sales price of
approximately $444,000. The
transaction will include a portfolio of owned and controlled land
totaling approximately 14,200 homesites, located in most of the
highest growth and largest coastal Florida markets.
Stuart Miller, Chief Executive
Officer of Lennar, said "We welcome the WCI team to the Lennar
family. We have long respected the WCI brand and what the company
has accomplished. WCI's land portfolio dovetails perfectly with our
own Florida footprint and expands
our product offering to capture more of the move-up market.
Our combined presence in the premier coastal Florida markets will drive growth and allow
significant cross and dual brand marketing opportunities."
Richard Beckwitt, President of
Lennar, said "This transaction unites two companies with strong
brands, complementary assets, and leading market positions.
Keith Bass and his team have built
an incredible company, and we're proud to marshal our resources in
a deal that accelerates our growth and diversification, generates
new strategic product offerings and creates significant value for
our shareholders. We look forward to welcoming a very talented
group of WCI associates to the Lennar team."
Keith Bass, President and Chief
Executive Officer of WCI, said "The transaction is a tribute to the
legacy and quality of the WCI brand, the attractiveness of our
homes and communities, and the talent of our team members. Lennar
is one of the country's finest homebuilders and we are pleased that
this transaction provides our shareholders with immediate and
attractive value."
The transaction has been approved by the Boards of both Lennar
and WCI. Closing of the transaction is subject to customary
closings conditions, including the approval by WCI's stockholders.
It is anticipated that a meeting to vote on the transaction will be
held in December 2016 or January 2017, and, if the transaction is approved
by the WCI stockholders, it will be completed promptly after the
stockholder vote.
Credit Suisse and Citigroup Global Markets, Inc. served as
financial advisers to WCI and provided fairness opinions in
connection with the transaction, and Latham & Watkins LLP
served as legal advisor, to WCI. Goodwin
Procter, LLP acted as legal advisor, and Gibson Dunn &
Crutcher, LLP acted as special tax counsel, to Lennar.
Information about Lennar
Lennar Corporation, founded in 1954, is one of the nation's
largest builders of quality homes for all generations. The Company
builds affordable, move-up and retirement homes primarily under the
Lennar brand name. Lennar's Financial Services segment provides
mortgage financing, title insurance and closing services for both
buyers of the Company's homes and others. Lennar's Rialto segment
is a vertically integrated asset management platform focused on
investing throughout the commercial real estate capital structure.
Lennar's Multifamily segment is a nationwide developer of
high-quality multifamily rental properties. Previous press releases
and further information about the Company may be obtained at the
"Investor Relations" section of the Company's website,
www.lennar.com.
Information about WCI
WCI Communities is a lifestyle community developer and luxury
homebuilder of single and multi-family homes, including luxury
high-rise tower units, in most of coastal Florida's highest growth and largest markets.
With a legacy that spans more than 60 years, WCI Communities has an
established expertise in developing amenity-rich,
lifestyle-oriented master-planned communities, catering to move-up,
active adult and second-home buyers. Headquartered in Bonita Springs, Florida, WCI Communities is a
fully integrated homebuilder and developer with complementary real
estate brokerage and title services businesses.
Forward-Looking Statements
Some of the statements in this press release are
"forward-looking statements," as that term is defined in the
Private Securities Litigation Reform Act of 1995, including
statements regarding the expected time of the WCI stockholder vote
and completion of the transaction. These forward-looking
statements are subject to risks, uncertainties and assumptions.
Accordingly, these forward-looking statements should be evaluated
with consideration given to the many risks and uncertainties that
could cause actual results and events to differ materially from
those in the forward-looking statements. They include the
risks detailed in WCI's and Lennar's filings with the SEC,
including the "Risk Factors" sections of WCI's Annual Report on
Form 10-K for the year ended December 31,
2015 and Lennar's Annual Report on Form 10-K for the fiscal
year ended November 30, 2015.
It is not possible for the management of either company to predict
all the possible risks that could affect it or to assess the impact
of all possible risks on the two companies' businesses.
Important Information
This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities.
Lennar will be filing a registration statement under the
Securities Act of 1933, as amended, registering the Lennar Class A
common stock that will be issued in connection with the
transaction. That registration statement will include a proxy
statement/prospectus relating to the WCI stockholders meeting at
which WCI stockholders will vote on the merger.
WCI stockholders are advised to read the proxy
statement/prospectus when it is available because it will contain
important information. The registration statement, including
the proxy statement/prospectus, will be available without charge on
the SEC's website, www.sec.gov. The registration statement,
including the proxy statement/prospectus, will also be available
without charge on Lennar's website, www.lennar.com, and the proxy
statement/prospectus will be available without charge on
WCI's website, www.WCICommunities.com. The proxy
statement/prospectus will also be available without charge by
directing a request to WCI Investor Relations at (239)
498-8481.
Participants in the Offering
WCI and certain of its directors, executive officers and
employees may assist in soliciting proxies with regard to the
meeting at which WCI stockholders vote on the transaction.
Information regarding WCI's directors and executive officers is
available in its proxy statement dated March
29, 2016 that was filed with the SEC, and is available at
the SEC's website described above. Additional information
about participants in the solicitation will be contained in the
proxy statement/prospectus.
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SOURCE Lennar Corporation