AV Homes, Inc. (NASDAQ: AVHI) (“AV Homes”) announced today that the
election deadline by which AV Homes stockholders may elect the form
of merger consideration they wish to receive in connection with the
pending merger between AV Homes and a subsidiary of Taylor Morrison
Home Corporation (“Taylor Morrison”) will be 5:00 p.m. Eastern Time
on September 27, 2018. Pursuant to the merger agreement between AV
Homes and Taylor Morrison (the “Merger Agreement”), AV Homes
stockholders may elect to receive consideration per share of common
stock of AV Homes consisting of (i) $21.50 in cash, without
interest (subject to the proration procedures described in the
proxy statement/prospectus dated August 27, 2018), (ii) 0.9793
validly issued, fully paid and nonassessable shares of Taylor
Morrison Class A common stock (subject to the proration procedures
described in the proxy statement/prospectus dated August 27, 2018)
or (iii) a combination of $12.64 in cash, without interest,
and 0.4034 validly issued, fully paid and nonassessable shares of
Taylor Morrison Class A common stock. AV Homes and Taylor Morrison
anticipate that the merger will close on October 2, 2018, subject
to the satisfaction of customary closing conditions including
adoption of the Merger Agreement by AV Homes stockholders.
AV Homes stockholders wishing to make an election must deliver
to Computershare Trust Company, N.A. (“Computershare”) a properly
completed election form and any other applicable election materials
by the election deadline of 5:00 p.m. Eastern Time on September 27,
2018. AV Homes stockholders that hold their shares through a bank,
broker or other nominee may be subject to an earlier deadline for
making their elections, based on the instructions of their banks,
brokers or other nominees.
Each AV Homes stockholder will receive cash in lieu of any
fractional shares of Taylor Morrison Class A common stock that the
stockholder otherwise would be entitled to receive. Each AV Homes
stockholder that does not submit properly completed election
materials to Computershare, or revokes an election, by the election
deadline will be treated as having elected to receive a combination
of $12.64 in cash, without interest, and 0.4034 validly issued,
fully paid and nonassessable shares of Taylor Morrison Class A
common stock per share of common stock of AV Homes.
All of the documents necessary to make an election were
previously mailed on or about August 27, 2018 to AV Homes
stockholders of record as of August 24, 2018. AV Homes record
stockholders with questions regarding the election process should
contact Georgeson LLC, the information agent for the election, at
(800) 891-3214 as soon as possible. AV Homes stockholders holding
shares of AV Homes common stock in “street name” should contact
their bank, broker or other nominee with questions regarding the
election process.
A more detailed description of the merger consideration and the
proration procedures applicable to elections is contained in the
proxy statement / prospectus dated August 27, 2018. AV Homes
stockholders are urged to read the proxy statement / prospectus
carefully and in its entirety.
Advisors
Citigroup Global Markets, Inc. served as the financial advisor
to Taylor Morrison and Paul, Weiss, Rifkind, Wharton &
Garrison LLP acted as Taylor Morrison’s legal
counsel. J.P. Morgan Securities LLC and
Moelis & Company LLC served as the financial advisors to
AV Homes and Wachtell, Lipton, Rosen & Katz acted as AV
Homes’ legal counsel.
About AV Homes
AV Homes, Inc. is engaged in homebuilding and community
development in Florida, the Carolinas, Arizona and Texas. Its
principal operations are conducted in the greater Orlando,
Jacksonville, Phoenix, Charlotte, Raleigh and Dallas Fort-Worth
markets. The Company builds communities that serve both active
adults (55 years and older) as well as people of all ages. AV Homes
common shares trade on NASDAQ under the symbol AVHI. For more
information, visit www.avhomesinc.com.
Forward-Looking Statements
Some of the statements in this communication are forward-looking
statements (or forward-looking information) within the meaning of
applicable U.S. securities laws. These include statements using the
words “believe,” “target,” “outlook,” “may,” “will,” “should,”
“could,” “estimate,” “continue,” “expect,” “intend,” “plan,”
“predict,” “potential,” “project,” “intend,” “estimate,” “aim,” “on
track,” “target,” “opportunity,” “tentative,” “positioning,”
“designed,” “create,” “seek,” “would,” “upside,” “increases,”
“goal,” “guidance” and “anticipate,” and similar statements
(including where the word “could,” “may,” or “would” is used rather
than the word “will”) and the negative of such words and phrases,
which do not describe the present or provide information about the
past. There is no guarantee that the expected events or
expected results will actually occur. Such statements reflect
the current views of management of AV Homes and are subject to a
number of risks and uncertainties. These statements are based
on many assumptions and factors, including general economic and
market conditions, industry conditions, operational and other
factors. Any changes in these assumptions or other factors
could cause actual results to differ materially from current
expectations. All forward-looking statements attributable to
AV Homes, or persons acting on its behalf, are expressly qualified
in their entirety by the cautionary statements set forth in this
paragraph. Undue reliance should not be placed on such
statements. In addition, material risks that could cause
actual results to differ from forward-looking statements include:
the inherent uncertainty associated with financial or other
projections; the integration of Taylor Morrison and AV Homes and
the ability to recognize the anticipated benefits from the
combination of Taylor Morrison and AV Homes; the risk associated
with AV Homes’ ability to obtain the stockholder approval required
to consummate the merger and the timing of the closing of the
merger, including the risk that the conditions to the transaction
are not satisfied on a timely basis or at all and the failure of
the transaction to close for any other reason; the outcome of any
legal proceedings that may be instituted against the parties and
others related to the merger agreement; unanticipated difficulties
or expenditures relating to the transaction, the response of
business partners and retention as a result of the announcement and
pendency of the transaction; risks relating to the value of the
Taylor Morrison common stock to be issued in connection with the
transaction; the anticipated size of the markets and continued
demand for Taylor Morrison’s and AV Homes’ homes and the impact of
competitive responses to the announcement of the transaction;
access to available financing on a timely basis and on reasonable
terms, including the refinancing of Taylor Morrison and AV Homes
debt to fund the cash portion of the consideration in connection
with the transaction. Additional risks are described under the
heading “Risk Factors” in Taylor Morrison’s Annual Report on Form
10-K for the year ended December 31, 2017, filed with the U.S.
Securities and Exchange Commission (the “SEC”) on February 21, 2018
and in AV Homes’ Annual Report on Form 10-K for the year ended
December 31, 2017 filed with the SEC on February 23, 2018.
Forward-looking statements speak only as of the date they are
made. Except as required by law, neither Taylor Morrison nor
AV Homes has any intention or obligation to update or to publicly
announce the results of any revisions to any of the forward-looking
statements to reflect actual results, future events or
developments, changes in assumptions or changes in other factors
affecting the forward-looking statements.
Important Additional Information and Where to Find
It
This communication 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 or
the solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. In connection with
the proposed transaction between Taylor Morrison and AV Homes,
Taylor Morrison has filed with the U.S. Securities and Exchange
Commission a registration statement on Form S-4 that includes a
Proxy Statement of AV Homes that also constitutes a Prospectus of
Taylor Morrison (the “Proxy Statement/Prospectus”). AV Homes has
mailed to its shareholders the definitive Proxy
Statement/Prospectus in connection with the transaction. INVESTORS
AND SECURITY HOLDERS OF AV HOMES ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC CAREFULLY WHEN IT BECOMES AVAILABLE BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION ABOUT TAYLOR MORRISON, AV HOMES,
THE TRANSACTION AND RELATED MATTERS. Investors and security
holders may obtain free copies of the Proxy Statement/Prospectus
and other documents filed with the SEC by Taylor Morrison and AV
Homes through the website maintained by the SEC at www.sec.gov.
In addition, investors and security holders may obtain free
copies of the documents filed with the SEC by Taylor Morrison in
the Investor Relations section of Taylor Morrison’s website at
http://investors.taylormorrison.com or by contacting Taylor
Morrison’s Investor Relations at investor@taylormorrison.com or by
calling (480) 734-2060, and may obtain free copies of the documents
filed with the SEC by AV Homes in the Investor Relations section of
AV Homes’ website at http://investors.avhomesinc.com or by
contacting AV Homes’ Investor Relations at m.burnett@avhomesinc.com
or by calling (480) 214-7408.
Participants in the Merger Solicitation
Taylor Morrison, AV Homes and certain of their respective
directors, executive officers and employees may be considered
participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding the persons who
may, under the rules of the SEC, be deemed participants in the
solicitation of the shareholders of AV Homes in connection with the
transaction, including a description of their respective direct or
indirect interests, by security holdings or otherwise, is included
in the Proxy Statement/Prospectus described above. Additional
information regarding Taylor Morrison’s directors and executive
officers is also included in Taylor Morrison’s proxy statement for
its 2018 Annual Meeting of Shareholders, which was filed with the
SEC on April 17, 2018, or its Annual Report on Form 10-K for the
year ended December 31, 2017, which was filed with the SEC on
February 21, 2018, and information regarding AV Homes’ directors
and executive officers is also included in AV Homes’ proxy
statement for its 2018 Annual Meeting of Stockholders, which was
filed with the SEC on April 18, 2018, or its Annual Report on Form
10-K for the year ended December 31, 2017, which was filed with the
SEC on February 23, 2018. These documents are available free
of charge as described above.
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