BONITA SPRINGS, Fla.,
Oct. 27, 2016 /PRNewswire/
-- WCI Communities, Inc. (NYSE: WCIC), a lifestyle community
developer and luxury homebuilder, today announced the expiration of
the 35-day "go-shop" period under the merger agreement between WCI
and Lennar Corporation (NYSE: LEN and LEN.B) that was previously
announced on September 22, 2016.
During the go-shop period, the WCI Board—with the assistance of
financial and legal advisors—actively solicited alternative
acquisition proposals. Nevertheless, the WCI Board did not receive
any superior proposals during the go-shop period.
WCI's Board of Directors has unanimously approved the merger
agreement, under which Lennar has agreed to acquire all of the
outstanding shares of WCI common stock in a cash and stock
transaction valued at $23.50 per
share of WCI common stock. This represents an approximate 37
percent premium to WCI's closing share price on September 21, 2016, the last trading day prior to
announcement of the merger.
Starting at 12:00 am eastern time
on October 27, 2016, WCI became
subject to customary "no shop" provisions that limit its and its
representatives' ability to solicit alternative acquisition
proposals from third parties or to provide confidential information
to third parties, subject to customary "fiduciary out"
provisions.
WCI will file with the Securities and Exchange Commission proxy
materials related to a special meeting of WCI's common stockholders
to vote on the merger agreement. It is anticipated that the special
meeting will be held in December 2016
or January 2017, and, if the merger
agreement is approved, the merger would be expected to close
shortly thereafter.
About WCI Communities
WCI Communities is a lifestyle community developer and luxury
homebuilder of single- and multi-family homes, including luxury
high-rise tower units, in most of coastal Florida's highest growth and largest markets.
With a legacy that spans more than 60 years, WCI Communities has an
established expertise in developing amenity-rich,
lifestyle-oriented master-planned communities, catering to move-up,
active adult and second-home buyers. Headquartered in Bonita Springs, Florida, WCI Communities is a
fully integrated homebuilder and developer with complementary real
estate brokerage and title services businesses.
To learn more about WCI, please visit the Company's website at
www.WCICommunities.com.
About Lennar Corporation
Lennar Corporation, founded in 1954, is one of the nation's
largest builders of quality homes for all generations. The Company
builds affordable, move-up and retirement homes primarily under the
Lennar brand name. Lennar's Financial Services segment provides
mortgage financing, title insurance and closing services for both
buyers of the Company's homes and others. Lennar's Rialto segment
is a vertically integrated asset management platform focused on
investing throughout the commercial real estate capital structure.
Lennar's Multifamily segment is a nationwide developer of
high-quality multifamily rental properties. Previous press releases
and further information about the Company may be obtained at the
"Investor Relations" section of the Company's website,
www.lennar.com.
Additional Information and Where You Can Find It
In connection with the proposed transaction, Lennar Corporation
expects to file with the Securities and Exchange Commission ("SEC")
a registration statement on Form S-4 that will include a proxy
statement of WCI Communities, Inc. that also constitutes a
prospectus of Lennar Corporation. Lennar Corporation and WCI
Communities, Inc. also plan to file other relevant documents with
the SEC regarding the proposed transaction. INVESTORS ARE URGED TO
READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of
the proxy statement/prospectus (if and when it becomes available)
and other relevant materials filed by Lennar Corporation and WCI
Communities, Inc. with the SEC at the SEC's website at www.sec.gov.
Copies of the documents filed by Lennar Corporation with the SEC
will be available free of charge on Lennar Corporation's website at
www.lennar.com or by contacting Lennar Corporation Investor
Relations at (305) 559-4000. Copies of the documents filed by WCI
Communities, Inc. with the SEC will be available free of charge on
WCI Communities, Inc.'s website at www.wcicommunities.com or by
contacting WCI Communities, Inc. Investor Relations at (239)
498-8481.
WCI Communities, Inc. and its directors and executive officers
and other members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. You can find information about WCI
Communities, Inc.'s executive officers and directors in WCI
Communities, Inc.'s definitive proxy statement filed with the SEC
on March 29, 2016. Additional
information regarding the interests of such potential participants
will be included in the proxy statement/prospectus and other
relevant documents filed with the SEC if and when they become
available. You may obtain free copies of these documents from WCI
Communities, Inc. using the sources indicated above.
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
Forward-Looking Statements
This press release may include "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. These forward-looking statements which are based on
current expectations, estimates and projections about the industry
and markets in which Lennar Corporation and WCI Communities, Inc.
operate and beliefs of and assumptions made by Lennar Corporation
management and WCI Communities, Inc. management, involve
uncertainties that could significantly affect the financial results
of Lennar Corporation or WCI Communities, Inc. or the combined
company. Words such as "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates," variations of such words
and similar expressions are intended to identify such
forward-looking statements, which generally are not historical in
nature. Such forward-looking statements include, but are not
limited to, statements about the anticipated benefits of the
business combination transaction involving Lennar Corporation and
WCI Communities, Inc., including future financial and operating
results, and the combined company's plans, objectives, expectations
and intentions. All statements that address operating performance,
events or developments that we expect or anticipate will occur in
the future — including statements relating to expected synergies,
improved liquidity and balance sheet strength — are forward-looking
statements. These statements are not guarantees of future
performance and involve certain risks, uncertainties and
assumptions that are difficult to predict. Although we believe the
expectations reflected in any forward-looking statements are based
on reasonable assumptions, we can give no assurance that our
expectations will be attained and therefore, actual outcomes and
results may differ materially from what is expressed or forecasted
in such forward-looking statements. Some of the factors that may
affect outcomes and results include, but are not limited to: (i)
national, international, regional and local economic climates, (ii)
changes in financial markets and interest rates, or to the business
or financial condition of either company or business, (iii) changes
in the real estate markets, (iv) continued ability to source new
investments, (v) risks associated with acquisitions, including the
integration of the combined companies' businesses, (vi)
availability of financing and capital, (vii) mortgage rate changes;
(viii) risks associated with achieving expected revenue synergies
or cost savings, (ix) risks associated with the companies' ability
to consummate the transaction on the terms described or at all and
the timing of the closing of the transaction, and (x) those
additional risks and factors discussed in reports filed with the
SEC by Lennar Corporation and WCI Communities, Inc. from time to
time, including those discussed under the heading "Risk Factors" in
their respective most recently filed reports on Forms 10-K and
10-Q. Neither Lennar Corporation nor WCI Communities, Inc.
undertakes any duty to update any forward-looking statements
appearing in this press release.
Contacts:
Investor Contact:
Scott
Bowles
ir@wcicommunities.com
(239) 498-8481
Media Contacts:
Jeremy
Jacobs
jrj@abmac.com
(212) 371-5999
or
Joe Hixson
jrh@abmac.com
(213) 630-6550
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SOURCE WCI Communities, Inc.