AV Homes Stockholders Approve Taylor Morrison Merger
27 9월 2018 - 7:00AM
AV Homes, Inc. (NASDAQ: AVHI) (“AV Homes”) today announced that, at
a special meeting of AV Homes stockholders held today in
Scottsdale, Arizona, AV Homes stockholders approved the acquisition
of AV Homes by Taylor Morrison Home Corporation (NYSE: TMHC)
(“Taylor Morrison”).
Upon the completion of the merger, AV Homes stockholders will be
entitled to receive, at their election, consideration per share of
common stock of AV Homes consisting of (i) $21.50 in cash, without
interest (subject to the proration procedures described in the
proxy statement/prospectus dated August 27, 2018), (ii) 0.9793
validly issued, fully paid and nonassessable shares of Taylor
Morrison Class A common stock (subject to the proration procedures
described in the proxy statement/prospectus dated August 27, 2018)
or (iii) a combination of $12.64 in cash, without interest,
and 0.4034 validly issued, fully paid and nonassessable shares of
Taylor Morrison Class A common stock.
Advisors
J.P. Morgan Securities LLC and Moelis & Company
LLC served as the financial advisors to AV Homes and Wachtell,
Lipton, Rosen & Katz acted as AV Homes’ legal counsel.
About AV Homes
AV Homes, Inc. is engaged in homebuilding and community
development in Florida, the Carolinas, Arizona and Texas. Its
principal operations are conducted in the greater Orlando,
Jacksonville, Phoenix, Charlotte, Raleigh and Dallas Fort-Worth
markets. The Company builds communities that serve both active
adults (55 years and older) as well as people of all ages. AV Homes
common shares trade on NASDAQ under the symbol AVHI. For more
information, visit www.avhomesinc.com.
Forward-Looking Statements
Some of the statements in this communication are forward-looking
statements (or forward-looking information) within the meaning of
applicable U.S. securities laws. These include statements using the
words “believe,” “target,” “outlook,” “may,” “will,” “should,”
“could,” “estimate,” “continue,” “expect,” “intend,” plan,”
“predict,” “potential,” “project,” “intend,” “estimate,” “aim,” “on
track,” “target,” “opportunity,” “tentative,” “positioning,”
“designed,” “create,” “seek,” “would,” “upside,” “increases,”
“goal,” “guidance” and “anticipate,” and similar statements
(including where the word “could,” “may,” or “would” is used rather
than the word “will”) and the negative of such words and phrases,
which do not describe the present or provide information about the
past. There is no guarantee that the expected events or
expected results will actually occur. Such statements reflect
the current views of management of AV Homes and are subject to a
number of risks and uncertainties. These statements are based
on many assumptions and factors, including general economic and
market conditions, industry conditions, operational and other
factors. Any changes in these assumptions or other factors
could cause actual results to differ materially from current
expectations. All forward-looking statements attributable to
AV Homes, or persons acting on its behalf, are expressly qualified
in their entirety by the cautionary statements set forth in this
paragraph. Undue reliance should not be placed on such
statements. In addition, material risks that could cause
actual results to differ from forward-looking statements include:
the inherent uncertainty associated with financial or other
projections; the integration of Taylor Morrison and AV Homes and
the ability to recognize the anticipated benefits from the
combination of Taylor Morrison and AV Homes; the risk associated
with AV Homes’ ability to obtain the stockholder approval required
to consummate the merger and the timing of the closing of the
merger, including the risk that the conditions to the transaction
are not satisfied on a timely basis or at all and the failure of
the transaction to close for any other reason; the outcome of any
legal proceedings that may be instituted against the parties and
others related to the merger agreement; unanticipated difficulties
or expenditures relating to the transaction, the response of
business partners and retention as a result of the announcement and
pendency of the transaction; risks relating to the value of the
Taylor Morrison common stock to be issued in connection with the
transaction; the anticipated size of the markets and continued
demand for Taylor Morrison’s and AV Homes’ homes and the impact of
competitive responses to the announcement of the transaction;
access to available financing on a timely basis and on reasonable
terms, including the refinancing of Taylor Morrison and AV Homes
debt to fund the cash portion of the consideration in connection
with the transaction. Additional risks are described under the
heading “Risk Factors” in Taylor Morrison’s Annual Report on Form
10-K for the year ended December 31, 2017, filed with the U.S.
Securities and Exchange Commission (the “SEC”) on February 21, 2018
and in AV Homes’ Annual Report on Form 10-K for the year ended
December 31, 2017 filed with the SEC on February 23, 2018.
Forward-looking statements speak only as of the date they are
made. Except as required by law, neither Taylor Morrison nor
AV Homes has any intention or obligation to update or to publicly
announce the results of any revisions to any of the forward-looking
statements to reflect actual results, future events or
developments, changes in assumptions or changes in other factors
affecting the forward-looking statements.
Investor Contact:
Mike BurnettEVP, Chief Financial
Officer480-214-7408m.burnett@avhomesinc.com
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