Brookfield Homes Corporation Commences Tender Offer for 3,000,000 Shares of its Outstanding Common Stock
October 14 2005 - 9:00AM
Business Wire
Brookfield Homes Corporation (NYSE:BHS) today commenced its
previously announced tender offer for up to 3,000,000 shares of its
outstanding common stock, at a price per share of $55.00, for a
total of $165 million if the maximum number of shares are
repurchased. Brascan Corporation, the major stockholder of
Brookfield Homes, has indicated that it intends to tender up to an
equivalent number of shares as the aggregate number of shares
tendered by other stockholders. The tender offer expires at 5:00
p.m., New York City time, on November 15, 2005, unless extended. If
the number of shares properly tendered is greater than the number
sought, purchases will be made on a pro rata basis, except for odd
lots. The company reserves the right, in its sole discretion, to
increase the number of shares purchased subject to compliance with
applicable law. The closing price per share on the New York Stock
Exchange on October 3, 2005, the last trading day prior to
Brookfield Homes announcing its intention to commence the tender
offer, was $55.89. The tender offer represents a premium of
approximately 5% over the average daily closing price per share on
the NYSE over the 20 trading days preceding the commencement of the
offer. Brookfield Homes has previously announced the possible sale
of 2,000 lots which are expected to realize net income of $75
million. To date, Brookfield Homes has sold 560 lots for proceeds
of $59 million, and net income of $21 million, or $0.67 per share.
Brookfield Homes' Board of Directors has approved the tender offer.
However, neither Brookfield Homes nor its Board of Directors is
making any recommendation whether stockholders should tender or
refrain from tendering their shares. Stockholders must decide
whether to tender their shares and, if so, how many shares to
tender. Stockholders may wish to discuss with their broker or other
financial or tax advisor whether to tender their shares. THIS PRESS
RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO
BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES OF
BROOKFIELD HOMES' COMMON STOCK. THE SOLICITATION OF OFFERS TO BUY
BROOKFIELD HOMES' COMMON STOCK IS ONLY BEING MADE PURSUANT TO THE
OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED TENDER OFFER
DOCUMENTS, WHICH THE COMPANY IS MAILING OUT TO ITS STOCKHOLDERS.
STOCKHOLDERS SHOULD READ THOSE MATERIALS CAREFULLY PRIOR TO MAKING
ANY DECISIONS WITH RESPECT TO THE TENDER OFFER BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS AND
CONDITIONS OF THE OFFER. COPIES OF THE OFFER TO PURCHASE, THE
LETTER OF TRANSMITTAL AND OTHER TENDER OFFER DOCUMENTS CAN BE
OBTAINED FOR FREE BY CALLING THE INFORMATION AGENT, MELLON INVESTOR
SERVICES LLC AT 1-800-261-8066. STOCKHOLDERS WILL ALSO BE ABLE TO
OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS FOR FREE AT
BROOKFIELD HOMES' WEBSITE WWW.BROOKFIELDHOMES.COM, OR THE SEC'S
WEBSITE AT WWW.SEC.GOV. Brookfield Homes Corporation Brookfield
Homes Corporation is a residential homebuilder and land developer,
building homes and developing land in master-planned communities
and infill locations. We design, construct and market single-family
and multi-family homes primarily to move-up and luxury homebuyers.
We also entitle and develop land for our own communities and sell
lots to other homebuilders. Our portfolio includes 30,000 lots
owned and controlled in the San Francisco Bay Area; Southland / Los
Angeles; San Diego / Riverside; Sacramento; and Washington D.C.
Area markets. For more information, visit the Brookfield Homes
website at www.brookfieldhomes.com. Note: Certain statements in
this press release that are not historical facts, including
information concerning the expected tender offer, the possible sale
of lots, and those statements preceded by, followed by, or that
include the words "planned", "projected", "possible", "potential",
"expected", "targeted," "scheduled" or similar expressions,
constitute "forward-looking statements". Undue reliance should not
be placed on forward-looking statements because they involve known
and unknown risks, uncertainties and other factors, which may cause
the actual results to differ materially from the anticipated future
results expressed or implied by such forward-looking statements.
Factors that could cause actual results to differ materially from
those set forward in the forward-looking statements include, but
are not limited to: changes in general economic, real estate and
other conditions; mortgage rate changes; availability of suitable
undeveloped land at acceptable prices; adverse legislation or
regulation; ability to obtain necessary permits and approvals for
the development of our land or the completion of the tender offer;
availability of labor or materials or increases in their costs;
ability to develop and market our master-planned communities
successfully; confidence levels of consumers; ability to raise
capital on favorable terms; adverse weather conditions and natural
disasters; relations with the residents of our communities; risks
associated with increased insurance costs or unavailability of
adequate coverage and ability to obtain surety bonds; competitive
conditions in the homebuilding industry, including product and
pricing pressures; and additional risks and uncertainties referred
to in our Form 10-K and other SEC filings, many of which are beyond
our control. We undertake no obligation to publicly update any
forward-looking statements, whether as a result of new information,
future events or otherwise. Brookfield Homes Corporation (NYSE:BHS)
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