UCP Stockholders Approve Planned Business Combination with Century Communities
August 01 2017 - 5:29PM
Business Wire
UCP, Inc., (NYSE:UCP) (“UCP”) today announced that its
stockholders have voted to approve the previously announced merger
with Century Communities, Inc. (NYSE: “CCS”) (“Century”). At the
special meeting to consider the merger, approximately 14,942,673
million votes were cast in favor of the merger, representing over
94% of the votes cast and over 81% of the outstanding voting power
of UCP as of the June 9, 2017 record date. The final vote results
will be filed on a Form 8-K with the Securities and Exchange
Commission.
“We appreciate the strong support of our stockholders, who
recognize the significant value the pending business combination
with Century will create for them and our Company,” said Dustin
Bogue, President and Chief Executive Officer of UCP, Inc. “The
merger will bring together two nationally established,
award-winning homebuilders that will benefit from a leading
presence in core growth markets with a high number of strategically
located lots.”
Upon completion of the merger, each share of UCP common stock
outstanding immediately prior to the closing will be converted into
the right to receive $5.32 in cash and 0.2309 of a newly issued
share of Century common stock. UCP and Century expect to close the
transaction before the opening of the NYSE on Friday, August 4,
2017, subject to the satisfaction of customary closing
conditions.
About UCP, Inc.
UCP is a homebuilder and land developer with expertise in
residential land acquisition, development and entitlement, as well
as home design, construction and sales. UCP operates in the States
of California, Washington, North Carolina, South Carolina and
Tennessee. UCP designs and builds single-family homes for a variety
of lifestyles and budgets through its wholly-owned subsidiary,
Benchmark Communities, LLC.
Forward-Looking Statements
Statements in this news release that are not historical in
nature constitute forward looking statements. These forward-looking
statements relate to information or assumptions about the timing of
completion of the proposed acquisition, the expected benefits of
the proposed acquisition, management's plans, projections and
objectives for future operations, scale and performance,
integration plans and expected synergies therefrom, and anticipated
future financial and operating performance results, including
operating margin or gross margin capital and other expenditures,
cash flow, dividends, restructuring and other project costs, and
cost savings, and debt ratings. These statements are accompanied by
words such as "anticipate," "expect," "project," "will," "believe,"
"estimate" and similar expressions. Such expectations are based
upon certain preliminary information, internal estimates, and
management assumptions, expectations, and plans, and are subject to
a number of risks and uncertainties inherent in projecting future
conditions, events, and results. Actual results could differ
materially from those expressed or implied in the forward-looking
statements if one or more of the underlying assumptions or
expectations prove to be inaccurate or are unrealized. Important
factors that could cause actual results to differ materially from
those suggested by the forward-looking statements include, but are
not limited to, the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; the risk that the necessary stockholder approvals may
not be obtained; the risk that the necessary regulatory approvals
may not be obtained or may be obtained subject to conditions that
are not anticipated; the risk that the proposed acquisition will
not be consummated in a timely manner; risks that any of the
closing conditions to the proposed acquisition may not be satisfied
or may not be satisfied in a timely manner; risks related to
disruption of management time from ongoing business operations due
to the proposed acquisition; the risk that Century is unable to
retain its investment grade rating; failure to realize the benefits
expected from the proposed acquisition; the risk that the cost
savings and any other synergies from the acquisition may not be
fully realized or may take longer to realize than expected; the
future cash requirements of the combined company; general worldwide
economic uncertainties; failure to promptly and effectively
integrate the acquisition; and the effect of the announcement of
the proposed acquisition on the ability of Century and UCP to
retain customers and retain and hire key personnel, maintain
relationships with suppliers, on their operating results and
businesses generally and those factors listed in Century’s most
recently filed Annual Report on Form 10-K for the year ended
December 31, 2016 and UCP’s most recent Annual Report on Form 10-K
for the year ended December 31, 2016, in each case, filed with the
Securities and Exchange Commission (“SEC”). Changes in such
assumptions or factors could produce significantly different
results. There can be no assurance that the merger or any other
transaction described above will in fact be consummated in the
manner described, or at all. You should not place undue reliance on
these forward-looking statements, which speak only as of the date
of this document. Unless legally required, neither Century nor UCP
assumes any obligation, and expressly disclaims any such
obligation, to update any forward-looking statement as a result of
new information or future events or developments.
No Offer or Solicitation
The information in this communication is for informational
purposes only and is neither an offer to purchase, nor a
solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to or in connection with the merger or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act and otherwise in accordance with applicable law.
Important Additional Information and Where to Find it
In connection with the offering and sale of shares of Century
common stock in the merger, Century has filed with the SEC a
Registration Statement on Form S-4 (including Amendments No. 1, 2
and 3 thereto, the “Registration Statement”). The Registration
Statement was declared effective by the SEC on June 29, 2017. UCP
has also filed with the SEC and mailed to its stockholders on July
3, 2017 a definitive proxy statement (the “Proxy Statement”)
regarding the merger and related matters. This communication is not
a substitute for any proxy statement, registration statement or
other documents Century and/or UCP may file with the SEC in
connection with the proposed transaction. WE URGE INVESTORS AND
STOCKHOLDERS TO CAREFULLY READ THE REGISTRATION STATEMENT AND THE
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
AND ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT CENTURY, UCP AND THE PROPOSED MERGER. Investors and
stockholders will be able to obtain copies of the Registration
Statement, Proxy Statement and other documents (when they become
available) filed with the SEC by Century and UCP free of charge at
the SEC’s website, www.sec.gov. In addition, copies will be
available free of charge by accessing Century’s website at
www.centurycommunities.com by clicking on the “Investors” link,
then clicking on “Financial Information” and then clicking on the
“SEC Filings” link or by accessing the Investor Relations section
of UCP’s website at www.unioncommunityllc.com.
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For UCP, Inc.:Investor Relations:408-207-9499 Ext.
476Investorrelations@unioncommunityllc.comorMedia
Relations:Phil Denning/Jason ChudobaPhil.denning@icrinc.com /
Jason.chudoba@icrinc.com
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