Brookfield Homes Reports Stockholder Approval of Merger and Contribution Agreement
March 25 2011 - 4:30PM
Marketwired
Brookfield Homes Corporation ("Brookfield Homes") (NYSE: BHS) today
announced that at its special meeting of stockholders held on March
25, 2011, Brookfield Homes' common stockholders voted to approve
and adopt the Agreement and Plan of Merger and Contribution dated
as of October 4, 2010, among Brookfield Homes, Brookfield
Residential Properties Inc., Brookfield Residential Acquisition
Corp., and Brookfield Properties Corporation (the "Merger
Agreement").
The consummation of the Merger Agreement, and the transactions
contemplated thereby, will result in the combination of Brookfield
Homes and the North American residential land and housing division
of Brookfield Properties into Brookfield Residential Properties
Inc. ("Brookfield Residential").
There were 26,147,630 shares of common stock voted at the
special meeting of stockholders, representing 88.1% of Brookfield
Homes' total outstanding shares of common stock as of the February
21, 2011 record date. Of those shares voting, 25,472,444 were voted
in favor of adoption of the Merger Agreement, representing 97.4% of
the shares that were voted and 85.8% of the shares outstanding as
of the record date.
Brookfield Homes expects that the closing of the merger will
take place on March 31, 2011, assuming satisfaction or waiver of
all conditions to closing as specified in the Merger Agreement.
Brookfield Residential has applied to list its common shares on the
New York Stock Exchange and the Toronto Stock Exchange, under the
symbol "BRP." Trading is expected to commence on or about April 1,
2011 on the New York Stock Exchange and the Toronto Stock
Exchange.
Brookfield Homes Corporation
Brookfield Homes Corporation is a land developer and
homebuilder. We entitle and develop land for our own communities
and sell lots to third parties. We also design, construct and
market single-family and multi-family homes primarily to move-up
homebuyers in the California and Washington D.C. Area markets.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful. The
securities referenced herein have not been registered under the
United States Securities Act of 1933, as amended, or any state
securities laws, and may not be offered or sold within the United
States absent registration or an applicable exemption from the
registration requirements of such Act or laws.
Note: Certain statements in this press release that are not
historical facts, including, without limitation, information
concerning the potential combination with BPO Residential, and
those statements preceded by, followed by, or that include the
words "believe," "planned," "anticipate," "should," "goals,"
"expected," "potential," "estimate," "targeted," "scheduled" or
similar expressions, constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. 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. There can be no
assurance that the proposed transaction will be consummated or that
the anticipated benefits will be realized. The proposed transaction
is subject to various regulatory approvals and the fulfillment of
certain conditions, and there can be no assurance that such
approvals will be obtained and/or such conditions will be met.
Factors that could cause actual results to differ materially from
those set forward in the forward-looking statements include, but
are not limited to: failure to obtain required regulatory and
shareholder approvals; failure to realize anticipated benefits of
the merger; 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; 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.
Contacts: Brookfield Homes Corporation Linda Northwood Director,
Investor Relations 858-481-2567 lnorthwood@brookfieldhomes.com
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