BFC Financial Corporation and Levitt Corporation Announce Agreement to Merge
31 Januar 2007 - 12:00PM
PR Newswire (US)
FORT LAUDERDALE, Fla., Jan. 31 /PRNewswire-FirstCall/ -- BFC
Financial Corporation (NYSE:BFF) and Levitt Corporation (NYSE:LEV)
announced today that they have entered into a definitive merger
agreement pursuant to which Levitt will become a wholly-owned
subsidiary of BFC. Levitt is one of the Southeast's premier
homebuilders and land developers. BFC, which is a Florida-based
holding company that invests in and acquires diverse operating
businesses, currently owns approximately 17% of Levitt, consisting
of all of Levitt's Class B Common Stock and approximately 11% of
Levitt's Class A Common Stock. Under the terms of the merger
agreement, which has been approved by the Special Independent
Committees and the Boards of Directors of both companies, holders
of Levitt's Class A Common Stock other than BFC will receive 2.27
shares of BFC Class A Common Stock for each share of Levitt Class A
Common Stock they hold. Based on BFC's closing stock price of $6.35
on January 30, 2007, the transaction values each share of Levitt's
Class A Common Stock at $14.41, which represents an approximate 32%
premium over market on that date. The aggregate transaction value
is presently estimated to be approximately $286 million. Levitt's
stock options and restricted stock will be converted into BFC
options and restricted stock. Alan Levan, CEO of both BFC and
Levitt, commented, "This merger is a win- win situation for both
Levitt and BFC. This tax-free transaction is intended to provide
Levitt shareholders a significant market premium, while preserving
their opportunity to participate in any future home building
recovery. This transaction also provides Levitt additional strength
and resources during a very challenging time. BFC, in turn,
increases its investment in a company with a tremendous past and a
bright long-term future when the housing markets return to favor.
It is a key addition to our portfolio of growth companies."
Highlights for Levitt Shareholders: -- Currently a 32% premium to
Levitt's $10.88 market value; -- Levitt's 63% debt-to-total
capitalization ratio (as of September 30, 2006) is addressed by
merging it with BFC, a financially strong parent, that has no debt
at the holding company level and has access to financial resources;
-- Shareholders will receive BFC Class A Common Stock in a tax-free
transaction that allows current Levitt shareholders to participate
in the future homebuilding industry recovery as part of a diverse,
high- quality portfolio of assets and investments; -- The combined
company will have a pro forma market capitalization of
approximately $466 million; and -- Limited business integration
risks given preexisting relationships between the companies,
including management overlap and BFC's investment in Levitt since
Levitt's inception. Additionally, the strategic benefits to BFC
shareholders include: -- Recognizing a favorable pro forma
financial impact, including book value accretion of $239 million to
$416 million and potential earnings upside when homebuilding
improves; -- Increasing pro forma market capitalization from
approximately $228 million to approximately $466 million and
increased visibility and trading liquidity for BFC's stock; and --
Broadening the diverse mix of BFC earnings and increasing its
investment in a high quality brand with an established portfolio of
companies, including: - Levitt and Sons, LLC - Homebuilding - Core
Communities, LLC - Land Development - Bluegreen Corporation -
Timeshare Operator. A detailed presentation of the transaction's
highlights can be found in "The BFC-Levitt Transaction: Highlights
and Benefits." To view the presentation slides, access the
"Investor Relations" section and click on the "Presentations"
navigation link posted on each company's respective websites at
http://www.bfcfinancial.com/ and http://www.levittcorporation.com/.
The definitive merger terms were negotiated on behalf of Levitt by
a Special Committee of independent board members from Levitt. In
the course of considering entering into this transaction, Levitt
considered a variety of alternatives in an effort to improve its
capital and liquidity position during the on-going industry
downturn, including an equity rights offering and the issuance of
convertible debt. The definitive merger agreement has been approved
by the independent directors of both companies and by both Boards.
The agreement contains certain customary representations,
warranties and covenants on the part of BFC and Levitt, and the
consummation of the transaction is subject to a number of customary
closing and termination conditions, and the approval of both
company's shareholders. In addition to the shareholder approvals
required by Florida law, the transaction will also be subject to
the approval of the holders of a majority of Levitt's Class A
Common Stock voting on the transaction, not including shares owned
by BFC and certain other shareholders. The transaction is currently
expected to close during the second quarter of 2007. Following the
consummation of the transaction, Mr. Levan will continue as CEO of
BFC and Levitt, and the two company's Boards will combine and total
13 directors. George P. Scanlon, presently Chief Financial Officer
of Levitt, will become Chief Financial Officer of BFC later this
year when BFC's current CFO, Glen Gilbert, begins his long-planned
retirement after 27 years of exemplary and accomplished service at
BFC. Sandler O'Neill & Partners, L.P. acted as exclusive
financial advisor to BFC Financial Corporation. Houlihan Lokey
Howard & Zukin acted as exclusive financial advisor to Levitt
Corporation's Special Committee. BFC and Levitt plan to hold an
investor and media teleconference call and webcast on Wednesday,
January 31, 2007 at 1:00 p.m. (Eastern Time). Teleconference Call
Information: To access the teleconference call in the U.S. and
Canada, the toll free number to call is 1-800-991-2309.
International calls may be placed to 706- 643-1854. Domestic and
international callers may reference PIN number 7855011. A replay of
the conference call will be available beginning two hours after the
call's completion through 5:00 p.m. (ET), February 28, 2007. To
access the replay option in the U.S. and Canada, the toll free
number to call is 1-800-642-1687. International calls for the
replay may be placed at 706- 645-9291. The replay digital PIN
number for both domestic and international calls is 7855011.
Webcast Information: Alternatively, individuals may listen to the
live and/or archived webcast of the teleconference call. To listen
to the webcast, visit http://www.bfcfinancial.com/, access the
"Investor Relations" section and click on the "Webcast" navigation
link, or visit http://www.levittcorporation.com/, access the
"Investor Relations" section and click on the "Webcast" navigation
link, or go directly to
http://www.visualwebcaster.com/event.asp?id=37700 . The archive of
the teleconference call will be available through 5:00 p.m. Eastern
Time, February 28, 2007. Additional Information and Where to Find
it: BFC and Levitt intend to file a definitive joint proxy
statement/prospectus and related materials concerning the
transaction described above and furnish the definitive joint proxy
statement/prospectus to their respective shareholders. Shareholders
of BFC and Levitt are advised to read the joint proxy
statement/prospectus when it is finalized and distributed, because
it will contain important information. Shareholders of BFC and
Levitt will be able to obtain a free-of-charge copy of the joint
proxy statement/prospectus and other relevant documents (when
available) filed with the SEC from the SEC's web site at
http://www.sec.gov/. Shareholders of BFC and Levitt will also be
able to obtain a free-of-charge copy of the joint proxy
statement/prospectus and other relevant documents (when available)
by directing a request by mail to Corporate Secretary, 2100 W.
Cypress Creek Road, Ft. Lauderdale, FL 33309, or by calling
954-940-4900. Participants in the Solicitation: BFC, Levitt and
certain of their directors and officers may, under the rules of the
SEC, be deemed to be "participants" in the solicitation of proxies
from shareholders in connection with the proposed transaction.
Information concerning the interests of the persons who may be
considered "participants" in the solicitation will be set forth in
the joint proxy statement/prospectus relating to the proposed
transaction. Additional information concerning BFC's and Levitt's
directors and executive officers is set forth in their respective
proxy statements and annual reports on Form 10-K (including any
amendments thereto), previously filed with the SEC. About BFC
Financial Corporation: BFC Financial Corporation (NYSE:BFF) is a
diversified holding company that invests in and acquires private
and public companies in different industries. BFC is typically a
long-term, "buy and hold" investor whose direct and indirect,
diverse ownership interests span a variety of business sectors,
including consumer and commercial banking; brokerage and investment
banking services; homebuilding; development of master-planned
communities; the hospitality and leisure sector through the
development, marketing and sales of vacation resorts on a
time-share, vacation club model; the restaurant and family dining
business, and real estate investment banking and investment
services. BFC's current major holdings include Levitt Corporation,
which includes its subsidiaries Levitt and Sons(TM) and Core
Communities; Levitt Corporation's 31% ownership in Bluegreen
Corporation; BankAtlantic Bancorp and its subsidiaries,
BankAtlantic and Ryan Holdings, Inc.; a minority interest in the
renowned national restaurant chain, Benihana, Inc., and Cypress
Creek Capital, a wholly-owned subsidiary. For further information,
please visit BFC's website at: http://www.bfcfinancial.com/. To
receive future news releases or announcements directly via Email,
please click on the Email Broadcast Sign Up button. About Levitt
Corporation: Levitt Corporation (NYSE:LEV) is the parent company of
Levitt and Sons(R) and Core Communities. Levitt Corporation also
holds an aggregate 31% ownership interest in Bluegreen Corporation.
Levitt and Sons(R), America's first builder of planned suburban
communities, is best known for creating New York's Levittown, Long
Island and has built approximately 200,000 homes over the last 77
years. Today, Levitt and Sons(R) develops single and multi-family
home communities for active adults and families in Florida,
Georgia, Tennessee, and South Carolina. A significant portion of
Levitt's strategy is to be a leader in developing communities for
America's next, big demographic wave: retirement of the baby- boom
generation. These communities typically feature a wide variety of
amenities, including resort style pools, fitness and athletic
facilities, and grand clubhouses. Core Communities develops
master-planned communities, including its original and best known,
St. Lucie West. Core Communities' newest master- planned community
is Tradition(TM) Florida. Now under development on Florida's
Treasure Coast in St. Lucie County, Tradition(TM) is an 8,200-acre
community that is planned to ultimately feature up to 18,000
residences as well as a commercial town center and a world-class
corporate park. Core has also begun development of Tradition(TM)
South Carolina, an approximate 5,400- acre parcel of land located
adjacent to Hilton Head Island and Bluffton, South Carolina that is
planned to ultimately include up to 9,500 residences and 1.5
million square feet of commercial space. For further information,
please visit our websites: http://www.levittcorporation.com/
http://www.levittandsons.com/ http://www.corecommunities.com/ * To
receive future Levitt Corporation news releases or announcements
directly via Email, please click on the Email Broadcast Sign Up
button on our website: http://www.levittcorporation.com/. Contact
Info: BFC Financial Corporation and Levitt Corporation Investor
Relations: Leo Hinkley 954-940-4994 Georgeson, Inc. Donna M.
Ackerly, Senior Managing Director 212-440-9800 Matters discussed in
this press release contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended
(the "Securities Act"), and Section 21E of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), that involve
substantial risks and uncertainties. These risks and uncertainties
include, but are not limited to, the following: that the value of
the BFC Class A Common Shares may decline; that the premium
received by Levitt shareholders may decline; that the benefits of
the transaction to either BFC, Levitt, or both may not be achieved;
that risks exist related to the timing and extent of any
homebuilding recovery; and that the transaction may not be
consummated as contemplated or at all. All statements in this press
release not dealing with historical results are forward-looking and
are based on various assumptions. BFC Financial Corporation and/or
Levitt Corporation may determine not to conclude a transaction on
these terms, or on any terms. In addition to the risks and factors
identified above, reference is also made to other risks and factors
detailed in reports filed by the Company with the Securities and
Exchange Commission. The Company cautions that the foregoing
factors are not exclusive.
http://www.newscom.com/cgi-bin/prnh/20050714/FLTH001LOGO
http://photoarchive.ap.org/ DATASOURCE: BFC Financial Corporation
CONTACT: Investors, Leo Hinkley, +1-954-940-4994, or Donna M.
Ackerly, Senior Managing Director of Georgeson, Inc.,
+1-212-440-9800, both for BFC Financial Corporation and Levitt
Corporation Web site: http://www.bfcfinancial.com/
http://www.levittcorporation.com/
http://www.visualwebcaster.com/event.asp?id=37700
http://www.levittandsons.com/ http://www.corecommunities.com/
Copyright