Bluegreen Vacations Holding Corp. Announces That It Expects the Merger with Bluegreen Vacations Corp. to be Effected on May 5...
May 04 2021 - 4:05PM
Business Wire
Bluegreen Vacations Holding Corporation (NYSE: BVH) (OTCQX:
BVHBB) (“BVH” or the “Company”), announced today that the Company
filed a Current Report on Form 8-K with the Securities and Exchange
Commission on May 3, 2021, in which BVH disclosed that it expects
to effect the merger with Bluegreen Vacations Corporation (NYSE:
BXG) (“Bluegreen”) on May 5, 2021.
As previously disclosed, BVH, which currently beneficially owns
approximately 93% of the outstanding common stock of Bluegreen,
plans to acquire all of the approximately 7% of Bluegreen’s
outstanding common stock not already owned by BVH, pursuant to a
statutory, short-form merger under Florida law (the “Merger”). In
connection with the merger, each share of Bluegreen’s common stock
that is outstanding at the effective time of the merger, other than
shares beneficially owned by BVH, will be converted into the right
to receive 0.51 shares of BVH’s Class A Common Stock, with any
fractional share being rounded up to the nearest whole share.
About Bluegreen Vacations Holding
Corporation: Bluegreen Vacations Holding Corporation
(NYSE: BVH) (OTCQX: BVHBB) is a Florida-based holding company whose
sole investment is its approximate 93% ownership interest of
Bluegreen Vacations Corporation (NYSE: BXG). For further
information, please visit www.BVHcorp.com.
About Bluegreen Vacations
Corporation: Bluegreen Vacations Corporation (NYSE: BXG)
is a leading vacation ownership company that markets and sells
vacation ownership interests and manages resorts in popular leisure
and urban destinations. The Bluegreen Vacation Club is a flexible,
points-based, deeded vacation ownership plan with 68 Club and Club
Associate Resorts and access to nearly 11,300 other hotels and
resorts through partnerships and exchange networks. Bluegreen
Vacations also offers a portfolio of comprehensive, fee-based
resort management, financial, and sales and marketing services to,
or on behalf of, third parties. Bluegreen Vacations Corporation is
approximately 93% owned by Bluegreen Vacations Holding Corporation
(NYSE: BVH) (OTCQX: BVHBB), a Florida-based holding company. For
further information about Bluegreen Vacations Corporation, please
visit www.BluegreenVacations.com.
Cautionary Note Regarding
Forward-Looking Statements: This release contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All opinions,
forecasts, projections, future plans or other statements, other
than statements of historical fact, are forward-looking statements.
Forward-looking statements may be identified by the use of words or
phrases such as "plans," "believes," "will," "expects,"
"anticipates," "intends," "estimates," "our view," "we see,"
"would" and words and phrases of similar import. Actual results,
performance or achievements could differ materially from those
contemplated, expressed or implied by the forward-looking
statements. Forward-looking statements are subject to a number of
risks and uncertainties. These risks and uncertainties include, but
are not limited to, those relating to the risks that the merger may
not be consummated when expected or at all, including that
Bluegreen Vacations Holding Corporation has the right, in the sole
discretion of its Board of Directors, to terminate the merger at
any time before it becomes effective. The reader should not place
undue reliance on any forward-looking statement, which speaks only
as of the date made. Reference is also made to the risks and
uncertainties regarding the businesses, operations and trading
markets of Bluegreen Vacations Holding Corporation and Bluegreen
Vacations Corporation which are detailed in reports filed by theme
with the SEC, including the "Risk Factors" sections thereof, and
may be viewed on the SEC's website at www.sec.gov. The companies
caution that the foregoing factors are not exclusive. Neither
company undertakes, and each of them specifically disclaims any
obligation to, update or supplement any forward-looking
statements.
Additional Information and Where You
Can Find It:
On April 19, 2021, BVH filed with the Securities and Exchange
Commission (the “SEC”) a Registration Statement on Form S-4 (the
“Registration Statement”), which includes a prospectus of BVH
(which is preliminary and subject to completion), to register the
shares of its Class A Common Stock issuable to Bluegreen’s
shareholders in connection with the Merger described in this press
release. The Registration Statement has not yet been declared
effective. INVESTORS AND SHAREHOLDERS ARE URGED TO CAREFULLY READ
THE REGISTRATION STATEMENT, AND OTHER RELEVANT DOCUMENTS FILED OR
TO BE FILED WITH THE SEC, IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT BVH, BLUEGREEN, THE CONTEMPLATED MERGER
AND RELATED MATTERS. Investors and shareholders can obtain free
copies of the prospectus which forms a part of the Registration
Statement and other documents filed with the SEC by the companies
through the SEC’s website at www.sec.gov. In addition, the Registration
Statement, including the prospectus that forms a part thereof, and
other documents filed by BVH with the SEC may be obtained free of
charge in the Investor Relations section of BVH’s website at
www.bvhcorp.com, and the documents
filed by Bluegreen with the SEC may be obtained free of charge in
the Investor Relations section of Bluegreen’s website at
www.bluegreenvacations.com.
No Offer or Solicitation
This Current Report on Form 8-K is not intended to and does not
constitute an offer to sell or the solicitation of an offer to
subscribe for or buy or an invitation to purchase or subscribe for
any securities in any jurisdiction pursuant to or in connection
with the contemplated Merger or otherwise, nor shall there be any
sale or issuance of securities in any jurisdiction where it would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
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version on businesswire.com: https://www.businesswire.com/news/home/20210504006177/en/
Bluegreen Vacations Holding Corporation
Contact Info: Investor Relations: Leo Hinkley, Managing
Director, Investor Relations Officer Telephone: 954-399-7193 Email:
Leo.Hinkley@BVHcorp.com
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