The St. Joe Company Announces Tender Offer for Shares of Its Common Stock
August 21 2015 - 10:36PM
Business Wire
The St. Joe Company (NYSE: JOE) announced today that on August
24, 2015 it will commence a tender offer to purchase up to
16,666,666 shares of its outstanding common stock at a price of
$18.00 per share. In connection with authorizing the tender offer,
the Company’s board of directors has increased the authority under
the Company’s stock repurchase program to $300 million (including
previously unused authority of $93.6 million), substantially all of
which would be used if the tender offer is fully subscribed.
The tender offer will be made upon the terms and subject to the
conditions described in the Company’s Offer to Purchase to be dated
August 24, 2015, and will expire at 5:00 P.M., New York City time,
on September 22, 2015, unless extended by the Company. Tenders of
shares must be made on or prior to the expiration of the tender
offer and may be withdrawn at any time prior to the expiration of
the tender offer, in each case, in accordance with the procedures
described in the tender offer materials. If more than 16,666,666
shares are properly tendered and not properly withdrawn, the
Company will purchase shares from all tendering shareholders on a
pro rata basis as specified in the Offer to Purchase, subject to
the “odd lot” and conditional tender provisions described in the
Offer to Purchase.
The tender offer will be subject to a number of terms and
conditions, but will not be conditioned on receipt of financing.
The Company expects to fund share purchases in the tender offer
from current assets, including a portion of the cash proceeds the
Company received from the AgReserves and RiverTown sales. After the
expiration of the tender offer, shareholders whose shares are
purchased in the tender offer will be paid the purchase price in
cash, less any applicable withholding taxes and without
interest.
Specific instructions and a complete explanation of the terms
and conditions of the tender offer will be contained in the Offer
to Purchase and related materials that will be sent to shareholders
beginning on August 24, 2015.
D.F. King & Co., Inc. will serve as information agent for
the tender offer, and American Stock Transfer & Trust Company,
LLC will serve as the depositary for the tender offer.
The Company’s board of directors has approved the tender offer.
However, none of the Company or its board of directors, the
information agent or the depositary in connection with the tender
offer, is making any recommendation to shareholders as to whether
to tender or refrain from tendering shares in the tender offer.
Shareholders should carefully evaluate all information in the Offer
to Purchase and the related Letter of Transmittal, should consult
with their own financial and tax advisors, and should make their
own decisions about whether to tender shares, and, if so, how many
shares to tender.
Tender Offer Statement
The tender offer described herein has not yet commenced. This
release is for informational purposes only and is not an offer to
buy or the solicitation of an offer to sell any shares of the
Company’s common stock. The solicitation and offer to buy the
Company’s common stock will only be made pursuant to the Offer to
Purchase, letter of transmittal and related materials being sent to
the Company’s shareholders. Shareholders should read those
materials carefully prior to making any decision with respect to
the offer because they will contain important information,
including the various terms and conditions of the tender offer.
Shareholders will be able to obtain copies of the Offer to
Purchase, letter of transmittal and related materials that will be
filed by the Company with the SEC through the SEC’s internet
address at www.sec.gov without charge when these documents become
available. Shareholders and investors may also obtain a copy of
these documents, as well as any other documents the Company has
filed with the SEC, without charge, from the Company or at the
Investor Relations section of the Company’s website: ir.joe.com or
by calling D.F. King & Co., Inc., the information agent for the
tender offer, at (800) 330-5897 (Toll Free) or (212) 269-5550
(Collect).
Important Notice Regarding
Forward-Looking Statements
This press release may include forward-looking statements,
including statements regarding the Company’s ability to commence
and complete the tender offer, the number of shares the Company
will be able to purchase in the tender offer and the ability to
achieve the benefits contemplated by the tender offer. The
statements made by the Company are based upon management's current
expectations and are subject to certain risks and uncertainties
that could cause actual results to differ materially from those
described in the forward-looking statements. These risks and
uncertainties include market conditions and other factors beyond
the Company's control and the risk factors and other cautionary
statements described in the Company's filings with the SEC,
including the Company's Annual Report on Form 10-K filed with the
SEC on February 27, 2015 as updated by subsequent Quarterly Reports
on Form 10-Qs and other current report filings.
About The St. Joe
Company
The St. Joe Company together with its consolidated subsidiaries
is a real estate development and operating company with real estate
assets and operations currently concentrated primarily between
Tallahassee and Destin, Florida. The Company uses these assets in
its residential or commercial real estate developments, resorts and
leisure operations, leasing operations or its forestry operations.
More information about the Company can be found on its website at
www.joe.com.
© 2015, The St. Joe Company. "St. Joe®", "JOE®", the "Taking
Flight" Design®, "St. Joe (and Taking Flight Design)®" are
registered service marks of The St. Joe Company.
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version on businesswire.com: http://www.businesswire.com/news/home/20150821005730/en/
The St. Joe CompanyInvestor Relations:Marek Bakun,
1-866-417-7132Chief Financial OfficerMarek.Bakun@Joe.Com
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