ELKHART, Ind., May 15, 2018 /PRNewswire/ -- Skyline Corporation
(NYSE American: SKY) ("Skyline") announced today that its Board of
Directors has declared a special cash dividend of $0.62381 per share of Skyline's common
stock. The special dividend is being declared in connection
with the previously announced Share Contribution & Exchange
Agreement dated January 5, 2018 with
Champion Enterprises Holdings, LLC (the "Exchange Agreement") and
the transactions contemplated by the Exchange Agreement (the
"Exchange"). The special cash dividend will be paid on
May 31, 2018 to Skyline's
shareholders of record at the close of business on May 25, 2018. The special dividend will not
be paid if the conditions to the closing of the Exchange that could
have been satisfied prior to the payment date, including the
approval by Skyline's shareholders of the matters to be considered
at the May 29 special shareholders
meeting, are not satisfied.
About Skyline Corporation
Skyline Corporation and its consolidated subsidiaries design,
produce, and market manufactured housing, modular housing, and park
models to independent dealers, developers, campgrounds, and
manufactured housing communities located throughout the United States and Canada. The company has eight manufacturing
facilities in seven states. Skyline Corporation was originally
incorporated in Indiana in 1959,
as successor to a business founded in 1951, and is one of the
largest producers of manufactured and modular housing in
the United States. For more
information, visit http://www.skylinecorp.com.
About Champion Enterprises Holdings, LLC
Champion Enterprises Holdings, LLC was formed in 2010 as the
parent company of Champion Home Builders, Inc. which was founded in
1953. Champion Home Builders specializes in a wide variety of
manufactured and modular homes, park-model RVs and modular
buildings for the multi-family, hospitality, senior and workforce
housing sectors. The company operates 28 manufacturing facilities
throughout North America.
Additionally, Champion operates a factory-direct retail business,
Titan Factory Direct, with 21 retail locations spanning the
southern U.S., and Star Fleet Trucking, providing transportation
services to the manufactured housing industry from 10 dispatch
locations across the United
States. Champion is majority owned by funds affiliated with
Bain Capital Credit (https://www.baincapitalcredit.com),
Centerbridge Partners, L.P. (https://www.centerbridge.com), and MAK
Capital. For more information, visit
https://www.championhomes.com.
Forward-Looking Statements
Except for historical information contained herein, this
document expresses "forward-looking statements" which are intended
to be covered by the safe harbor for forward-looking statements
provided by the Private Securities Litigation Reform Act of 1995,
as amended. Such matters include forward-looking statements
regarding the prospective effects and timing of the proposed
Exchange. Generally, the words "believe," "expect," "intend,"
"estimate," "project," "will," and similar expressions indicate
forward-looking statements. Those statements, including statements,
projections, estimates, or assumptions concerning future events or
performance, and other statements that are other than statements of
historical fact, are subject to material risks and uncertainties.
Skyline cautions readers not to place undue reliance on any
forward-looking statements, which speak only as of the date made.
Skyline may make other written or oral forward-looking statements
from time to time. Readers are advised that various important
factors could cause Skyline's actual results or circumstances for
future periods to differ materially from those anticipated or
projected in such forward-looking statements. Such factors, among
others, include, but are not limited to: potential failure to
obtain Skyline shareholder approval of the Exchange-related
proposals; potential failure to satisfy conditions to the
consummation of the Exchange on the proposed terms and within the
proposed timeframes; costs or difficulties relating to integration
matters might be greater than expected; material adverse changes in
Skyline's operations or earnings; changes in laws, regulations, or
accounting principles generally accepted in the United States; the effect of the recently
enacted Tax Cuts and Jobs Act on Skyline and its subsidiaries;
Skyline's competitive position within the markets it serves;
unforeseen downturns in the local, regional, or national economies
or in the specific regions in which Skyline has market
concentrations; and other risks discussed in Skyline's filings with
the SEC, including its Annual Report
on Form 10-K, which filings are available from
the SEC. Skyline undertakes no obligation to publicly update or
revise any forward-looking statements except as required by
law.
Additional Information for Shareholders
In connection with Skyline's special meeting of
shareholders scheduled for May 29, 2018, Skyline has filed
with the SEC and furnished to Skyline's shareholders a definitive
proxy statement dated April 25, 2018. The proxy statement
contains important information about the Exchange-related matters
to be voted on by Skyline's shareholders at the special meeting
(the "Company Shareholder Approval Matters"). SKYLINE'S
SHAREHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH
THE SEC, INCLUDING THE DEFINITIVE PROXY STATEMENT REGARDING THE
PROPOSED EXCHANGE (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS)
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY SHAREHOLDER APPROVAL MATTERS AND THE
PROPOSED EXCHANGE. Skyline's shareholders can obtain,
without charge, a copy of the definitive proxy statement and other
relevant documents filed with the SEC from the SEC's website at
www.sec.gov. Skyline's shareholders also can obtain, without
charge, a copy of the definitive proxy statement and other relevant
documents by directing a request by mail or telephone to Skyline
Corporation, 2520 By-Pass Road, P.O. Box 743,
Elkhart, Indiana 46514, Attention:
Corporate Secretary, or by
calling (574) 294-6521, or from Skyline's
website at www.skylinecorp.com under the tab "Investors – SEC
Filings." The information available through Skyline's website is
not and shall not be deemed part of this Current Report
on Form 8-K or incorporated by reference into
other filings Skyline makes with the SEC. This communication does
not constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or
approval.
This communication is not a solicitation of proxies in
connection with the proposed Exchange. However, Skyline and its
directors and officers may be deemed to be participants in the
solicitation of proxies from Skyline's shareholders with respect to
the special meeting of shareholders that will be held to consider
the Company Shareholder Approval Matters in connection with the
Exchange. Information concerning the ownership of Skyline
securities by Skyline's directors and executive officers is
included in their SEC filings on Forms 3, 4 and 5 and
additional information about Skyline's directors and executive
officers and their ownership of Skyline's common stock is set forth
in Skyline's definitive proxy statement dated April 25, 2018
in connection with the special meeting. Shareholders may obtain
additional information regarding the interests of Skyline and its
directors and executive officers in the proposed Exchange, which
may be different than those of Skyline's shareholders generally, by
reading the definitive proxy statement and other relevant documents
regarding the proposed Exchange, as filed with the SEC. These
documents can be obtained free of charge from the sources indicated
above.
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SOURCE Skyline Corporation