BONITA SPRINGS, Fla.,
Sept. 22, 2016 /PRNewswire/
-- WCI Communities, Inc. (NYSE: WCIC), a lifestyle community
developer and luxury homebuilder, today announced the signing of a
definitive merger agreement under which Lennar Corporation (NYSE:
LEN and LEN.B), one of the nation's largest homebuilders, has
agreed to acquire all of the outstanding shares of WCI common stock
in a cash and stock transaction valued at $23.50 per WCIC share. This represents an
approximate 37 percent premium to WCI's closing share price on
September 21, 2016. WCI's Board of
Directors has unanimously approved the transaction, which values
WCI at approximately $643 million in
equity, or an enterprise value of $809
million.
"Our agreement with Lennar testifies to the legacy and quality
of our brand, the attractiveness of our homes and communities, and
the talent of our team members," said Keith
Bass, President and Chief Executive Officer of WCI
Communities. "WCI Communities homebuyers and homeowners can expect
a smooth transition and the continuation of the top-tier service
they have come to expect from WCI."
The transaction would include a portfolio of owned or controlled
land totaling approximately 14,200 home sites, located in most of
coastal Florida's highest growth
and largest markets.
Over a legacy that spans more than 60 years, WCI has established
a reputation and strong brand recognition for developing
amenity-rich, lifestyle master-planned communities catering to
move-up, active adult and second-home buyers. During the 12 months
ended June 30, 2016, WCI delivered
1,118 homes with an average sales price of $444,000. WCI's home building business is
complemented by its real estate brokerage, title and lifestyles
amenities businesses.
Mr. Bass added, "The Lennar offer represents immediate and
attractive value for our stockholders. In addition, the agreement
includes a 35-day 'go-shop' provision that will allow WCI to seek
out potentially superior proposals to maximize value for WCI
stockholders."
Details of the transaction
The transaction would be in the form of a merger of WCI and a
newly formed Lennar subsidiary. Under the terms of the agreement,
upon closing, WCI stockholders would receive $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 10 trading days preceding the closing of the
merger. The receipt of Lennar stock by WCI stockholders as a result
of the merger is expected to be tax free. However, Lennar has the
option of increasing the cash portion of the merger consideration,
including paying the full $23.50 in
cash.
WCI will undertake a 35-day "go-shop" period during which the
WCI Board—with the assistance of independent financial and legal
advisors—will actively solicit, receive, evaluate and potentially
enter into negotiations with parties that offer alternative
proposals. There can be no assurance that this process will result
in a superior offer. The Company will not disclose developments
with respect to the solicitation process unless and until the Board
has made a decision with respect to any potential superior
proposal. The period commences immediately.
Closing of the transaction is subject to customary closing
conditions, including the affirmative vote in favor of the
transaction by holders of a majority of the Company's outstanding
common stock, which will be sought at a special meeting of WCI
stockholders. Subject to the closing conditions and the receipt of
no superior proposal, it is anticipated that the meeting to vote on
the transaction will be held in December
2016 or January 2017, and, if
the transaction is approved, the merger would be expected to close
shortly thereafter.
Citigroup Global Markets Inc. and Credit Suisse acted as
financial advisors to WCI in connection with the transaction.
Credit Suisse will assist WCI in soliciting acquisition proposals
in the go-shop process. Latham & Watkins LLP acted as legal
counsel to WCI with regard to the transaction.
About WCI Communities
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.
To learn more about WCI, please visit the Company's website at
www.WCICommunities.com.
About Lennar Corporation
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.
Additional Information and Where You Can Find It
In connection with the proposed transaction, Lennar Corporation
expects to file with the Securities and Exchange Commission ("SEC")
a registration statement on Form S-4 that will include a proxy
statement of WCI Communities that also constitutes a prospectus of
Lennar Corporation. Lennar Corporation and WCI Communities, Inc.
also plan to file other relevant documents with the SEC regarding
the proposed transaction. INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. You may obtain a free copy of the proxy
statement/prospectus (if and when it becomes available) and other
relevant materials filed by Lennar Corporation and WCI Communities,
Inc. with the SEC at the SEC's website at www.sec.gov. Copies of
the documents filed by Lennar Corporation with the SEC will be
available free of charge on Lennar Corporation's website at
www.lennar.com or by contacting Lennar Corporation Investor
Relations at (305) 559-4000. Copies of the documents filed by WCI
Communities, Inc. with the SEC will be available free of charge on
WCI Communities, Inc.'s website at www.wcicommunities.com or by
contacting WCI Communities, Inc. Investor Relations at (239)
498-8481.
WCI Communities, Inc. and its directors and executive officers
and other members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. You can find information about WCI
Communities, Inc.'s executive officers and directors in WCI
Communities, Inc.'s definitive proxy statement filed with the SEC
on March 29, 2016. Additional
information regarding the interests of such potential participants
will be included in the proxy statement/prospectus and other
relevant documents filed with the SEC if and when they become
available. You may obtain free copies of these documents from WCI
Communities, Inc. using the sources indicated above.
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
Forward-Looking Statements
This press release may include "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements which are based on
current expectations, estimates and projections about the industry
and markets in which Lennar Corporation and WCI Communities, Inc.
operate and beliefs of and assumptions made by Lennar Corporation
management and WCI Communities, Inc. management, involve
uncertainties that could significantly affect the financial results
of Lennar Corporation or WCI Communities, Inc. or the combined
company. Words such as "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates," variations of such words
and similar expressions are intended to identify such
forward-looking statements, which generally are not historical in
nature. Such forward-looking statements include, but are not
limited to, statements about the anticipated benefits of the
business combination transaction involving Lennar Corporation and
WCI Communities, Inc., including future financial and operating
results, and the combined company's plans, objectives, expectations
and intentions. All statements that address operating performance,
events or developments that we expect or anticipate will occur in
the future — including statements relating to expected synergies,
improved liquidity and balance sheet strength — are forward-looking
statements. These statements are not guarantees of future
performance and involve certain risks, uncertainties and
assumptions that are difficult to predict. Although we believe the
expectations reflected in any forward-looking statements are based
on reasonable assumptions, we can give no assurance that our
expectations will be attained and therefore, actual outcomes and
results may differ materially from what is expressed or forecasted
in such forward-looking statements. Some of the factors that may
affect outcomes and results include, but are not limited to: (i)
national, international, regional and local economic climates, (ii)
changes in financial markets and interest rates, or to the business
or financial condition of either company or business, (iii) changes
in the real estate markets, (iv) continued ability to source new
investments, (v) risks associated with acquisitions, including the
integration of the combined companies' businesses, (vi)
availability of financing and capital, (vii) mortgage rate changes;
(viii) risks associated with achieving expected revenue synergies
or cost savings, (ix) risks associated with the companies' ability
to consummate the transaction on the terms described or at all and
the timing of the closing of the transaction, and (x) those
additional risks and factors discussed in reports filed with the
SEC by Lennar Corporation and WCI Communities, Inc. from time to
time, including those discussed under the heading "Risk Factors" in
their respective most recently filed reports on Forms 10-K and
10-Q. Neither Lennar Corporation nor WCI Communities, Inc.
undertakes any duty to update any forward-looking statements
appearing in this press release.
Contacts:
Investor Contact:
Scott Bowles
ir@wcicommunities.com
(239) 498-8481
Media Contacts:
Jeremy
Jacobs
jrj@abmac.com
(212) 371-5999
or
Joe Hixson
jrh@abmac.com
(213) 630-6550
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/wci-communities-announces-definitive-merger-agreement-with-lennar-corporation-for-approximately-643-million-300332473.html
SOURCE WCI Communities, Inc.