Blue Ridge Real Estate Company Announces Odd Lot Offer to Purchase in Connection with Proposed Termination of SEC Registration
26 11월 2013 - 3:46AM
Business Wire
Blue Ridge Real Estate Company (OTCQB: BRRED) today announced
that it is offering to purchase for cash all of its common shares
held by holders of 99 or fewer shares of Blue Ridge as of November
21, 2013 at a purchase price of $11.00 per share. The Offer price
represents a premium of approximately 37% to the closing price of
the Company’s common shares of $8.00 on the OTC Markets as of the
close of business on November 20, 2013. In addition to the $11.00
per share purchase price, Blue Ridge is offering each tendering
holder of 99 or fewer shares a $100 bonus upon completion of the
Offer for properly executed tenders of all shares beneficially
owned by such holder which are received and not withdrawn prior to
the Expiration Time of the Offer. In connection with the Offer, if
the results of the Offer allow, Blue Ridge intends to deregister
its common shares with the SEC and take the Company private.
As of November 21, 2013, Blue Ridge had 348 shareholders of
record and, of those shareholders, 231 shareholders of record held
99 or fewer shares, and also had an estimated 74 additional
shareholders who beneficially owned 99 or fewer shares. As of
November 21, 2013, there were 2,450,424 Blue Ridge common shares
outstanding. The Company estimates its odd lot holders hold
approximately 7,000 Blue Ridge common shares, or less than 1% of
Blue Ridge’s outstanding common shares. Blue Ridge plans to use
cash on hand to pay for shares purchased under the Offer as well as
the cash bonus payments. If all the holders of 99 or fewer shares
tender their shares, Blue Ridge estimates the aggregate cost of the
Offer would be approximately $329,093, including an estimated
aggregate purchase price for the odd lot shares of approximately
$76,120, estimated aggregate bonus payments of approximately
$30,500 and estimated fees and expenses of approximately
$222,473.
Tendered shares will be acquired for cash, with no interest
payable. The Offer is open only to holders of 99 or fewer shares as
of November 21, 2013. The Offer is not conditioned on any minimum
number of total shares being tendered or the receipt of financing.
The scheduled Expiration Time for the Offer is 5:00 p.m., New York
City time on January 17, 2014, but it can be extended at the
Company’s discretion in accordance with applicable law.
The primary purpose of this Offer is to reduce the number of
holders of record of the Company’s common shares. If, after
completion of this Offer, the Company has fewer than 300
shareholders of record, as calculated under the regulations of the
SEC, the board of directors of the Company intends to deregister
the Company’s common shares with the SEC. One result of
deregistration is that Blue Ridge would no longer be required to
file certain reports with the SEC, including, among others, annual
reports on Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K. In addition, we would not be subject to
the SEC’s requirements for proxy statements. The Blue Ridge board
of directors believes that no longer being subject to such
requirements could result in significant cost savings to the
Company and allow management to spend more time focused on the
Company’s business.
Blue Ridge also believes the Offer may be a way to decrease its
shareholder administration costs. The expense of administering
accounts of small shareholders is disproportionate to their
ownership interest in the Company. A disproportionate amount of its
administrative expense relating to shareholder accounts and
reporting requirements are attributable to those shareholders
holding less than 1% of the Company’s issued and outstanding
shares. Even if the record shareholder base does not fall below
300, Blue Ridge believes that every tender by a qualified odd lot
holder will reduce its expenses going forward.
Important Additional Information for Shareholders
This communication is for informational purposes only and is not
an offer to purchase Blue Ridge’s common shares or a solicitation
of proxies, and this communication does not constitute an offer to
buy or exchange securities for any purpose. Any such offer or
solicitation of an offer, to purchase Blue Ridge’s common shares
shall be separately communicated in an Offer to Purchase filed with
the SEC and distributed to the Company’s shareholders in accordance
with applicable regulations of the SEC governing offers, and
solicitation of offers, to buy or exchange securities. Reference is
made to, and this communication is qualified by, the Offer to
Purchase for a more complete description of the terms and relevant
considerations.
The Offer to Purchase will contain important information about
the Blue Ridge Offer including complete instructions on how to
tender shares. Odd lot shareholders should read carefully the Offer
to Purchase, the letter of transmittal and related materials to be
filed by Blue Ridge with the SEC before they make any decision with
respect to the tender offer because those documents will contain
important information, including the terms and conditions of the
Offer to Purchase. The Offer to Purchase and all other documents
filed with the SEC in connection with the Offer will be available,
as and when filed, free of charge at the SEC’s website at
www.sec.gov. In addition, the Offer to Purchase and all other
documents filed with the SEC in connection with the Offer will be
made available to investors free of charge by contacting Morrow
& Co., LLC, the information agent for the tender offer, at
(800) 662-5200.
The Offer is not being made nor will any tenders of Blue Ridge
common shares be accepted from or on behalf of any holders (i) of
more than 99 shares or (ii) in any jurisdiction in which the making
of the Offer or the acceptance of any tender would not be made in
compliance with the laws of such jurisdiction.
Blue Ridge is engaged in real estate development and land sales.
Over the past 30 years, Blue Ridge has developed resort residential
communities adjacent to the Jack Frost Mountain and Big Boulder Ski
Areas located in Lake Harmony, Kidder Township, Pennsylvania. These
communities are located in the Pocono Mountains of Pennsylvania.
Blue Ridge also developed the Jack Frost National Golf Course. At
July 31, 2013, Blue Ridge owned 11,825 acres of land in
Northeastern Pennsylvania along with 13 acres of land in various
other states. Of these land holdings, Blue Ridge designated 8,289
as land held for investment, 1,433 acres as held for development,
2,116 acres as held for sale and 1 acre for discontinued
operations. It is expected that all of the Company’s planned
developments will either be subdivided and sold as parcels of land,
or be developed into single and multi-family housing. For
additional information on Blue Ridge, please visit the Company’s
website at www.brreco.com.
This press release may contain certain statements of a
forward-looking nature. The statements contained herein which are
not historical facts are considered forward-looking statements
under federal securities laws. Such forward-looking statements are
based on the beliefs of our management as well as assumptions made
by and information currently available to them. The Company has no
obligation to update such forward-looking statements. Actual
results may vary significantly from these forward-looking
statements.
Blue Ridge Real Estate CompanyBruce
BeatyPresident and Chief Executive
Officer570-443-8433
Blue Ridge Real Estate (PK) (USOTC:BRRE)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
Blue Ridge Real Estate (PK) (USOTC:BRRE)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024
