Pulte Homes, Inc. (NYSE: PHM) and Centex Corporation (NYSE: CTX)
today announced that the waiting period under the Hart-Scott-Rodino
(HSR) Antitrust Improvements Act of 1976 relating to Pulte�s
proposed merger with Centex has expired, thereby satisfying a
condition to the closing of the transaction.
The transaction remains subject to the satisfaction of other
customary closing conditions, including approval by the
shareholders of both Pulte and Centex. The transaction is expected
to close in the calendar third quarter of 2009.
�We continue to make rapid progress towards completing our
pending merger with Centex, and planning the integration of our two
companies,� said Richard Dugas, President and Chief Executive
Officer of Pulte Homes. �Merger teams from both organizations have
been working to ensure that plans are in place for a successful
integration. The primary goal of their efforts is capturing the
targeted $350 million in synergy savings and related operating
goals that make this combination so compelling.�
The Company also announced the senior management team of the
combined company following the close of the merger:
- Richard Dugas, Chairman,
President and Chief Executive Officer
- Steven Petruska, Executive Vice
President and Chief Operating Officer
- Roger Cregg, Executive Vice
President and Chief Financial Officer
- James Ellinghausen, Executive
Vice President, Human Resources
- Debra Still, President and Chief
Executive Officer, Pulte Mortgage LLC
- Steven Cook, Senior Vice
President, General Counsel and Secretary
As previously announced, upon completion of the transaction,
Centex Chairman and Chief Executive Officer Timothy Eller will join
the Board of Directors of Pulte as Vice Chairman and will serve as
a consultant to the Company for two years following the close of
the transaction. Additionally, Pulte�s founder, William J. Pulte,
will remain on the Board of Directors.
To assist both organizations in the integration planning
process, the companies have retained the services of Booz &
Company, a recognized global leader in management consulting. Booz
has assisted numerous Fortune 500 companies in similar situations
and will bring extensive expertise in the areas of integration
planning and performance tracking.
�Both companies remain focused on completing the integration
planning work so that we can begin capturing the benefits of this
combination immediately after merger close,� said Mr. Dugas. �Once
complete, this merger will allow our company to deliver unmatched
quality and value to our customers, superior financial performance
to our shareholders, and greater career opportunities to our
employees.�
For further information about the merger of Pulte and Centex,
please visit www.premierbuilderusa.com.
About Pulte Homes
Pulte Homes, Inc., (NYSE: PHM), based in Bloomfield Hills,
Mich., is one of America�s largest home building companies with
operations in 48 markets and 25 states. During its 59-year history,
the company has delivered more than 500,000 new homes. In 2008,
Pulte Homes operations ranked highest in customer satisfaction in
11 U.S. markets, the most of any homebuilder, in the annual J.D.
Power and Associates� New-Home Builder Customer Satisfaction
Studysm. Under its Del Webb brand, Pulte is the nation's largest
builder of active adult communities for people age 55 and older.
Its DiVosta Homes brand is renowned in Florida for its distinctive
master-planned communities. Pulte Mortgage LLC is a nationwide
lender offering Pulte customers a wide variety of loan products and
superior service.
Websites: www.pulte.com; www.delwebb.com; www.divosta.com
About Centex
Dallas-based Centex, founded in 1950, is one of the nation's
leading home building companies. Its leading brands include Centex
Homes, Fox & Jacobs Homes and CityHomes. In addition to its
home building operations, Centex also offers mortgage and title
services. Centex has ranked among the top three builders on FORTUNE
magazine's list of "America's Most Admired Companies" for 10
straight years and is a leader in quality and customer
satisfaction.
Website: www.centex.com
Forward-Looking Statements
This document includes �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.
Such statements may include, but are not limited to, statements
about the benefits of the proposed transaction, including future
financial and operating results, and the combined company�s plans,
objectives, expectations and intentions. These statements are
subject to a number of risks, uncertainties and other factors that
could cause our actual results, performance, prospects or
opportunities, as well as those of the markets we serve or intend
to serve, to differ materially from those expressed in, or implied
by, these statements. You can identify these statements by the fact
that they do not relate to matters of a strictly factual or
historical nature and generally discuss or relate to forecasts,
estimates or other expectations regarding future events. Generally,
the words �believe,� �expect,� �intend,� �estimate,� �anticipate,�
�project,� �may,� �can,� �could,� �might,� �will� and similar
expressions identify forward-looking statements, including
statements related to expected operating and performing results,
planned transactions, planned objectives of management, future
developments or conditions in the industries in which we
participate and other trends, developments and uncertainties that
may affect our business in the future.
Such risks, uncertainties and other factors include, among other
things: the ability to obtain regulatory approvals of the merger on
the proposed terms and schedule contemplated by the parties; the
failure of Centex�s stockholders to approve the merger agreement;
the failure of Pulte�s shareholders to approve either the charter
amendment or the issuance of shares in the merger; the possibility
that the proposed transaction does not close, including due to the
failure to satisfy the closing conditions; the possibility that the
expected efficiencies and cost savings of the proposed transaction
will not be realized, or will not be realized within the expected
time period; the risk that the Pulte and Centex businesses will not
be integrated successfully; disruption from the proposed
transaction making it more difficult to maintain business and
operational relationships; interest rate changes and the
availability of mortgage financing; continued volatility in, and
potential further deterioration of, the debt and equity markets;
competition within the industries in which Pulte and Centex
operate; the availability and cost of land and raw materials used
by Pulte and Centex in their homebuilding operations; the
availability and cost of insurance covering risks associated with
Pulte�s and Centex�s businesses; shortages and the cost of labor;
adverse weather conditions which may slowdown the construction of,
or damage, new homes built by Pulte or Centex; slow growth
initiatives and/or local building moratoria; the ability to utilize
net operating losses, built-in losses and other tax credit
carryforwards; governmental regulation, including the effects from
the Emergency Economic Stabilization Act, the American Recovery and
Reinvestment Act and the interpretation of tax, labor and
environmental laws; changes in consumer confidence and preferences;
terrorist acts and other acts of war; and other factors of
national, regional and global scale, including those of a
political, economic, business and competitive nature. See Pulte�s
and Centex�s Annual Reports on Form 10-K and Annual Reports to
Stockholders for the fiscal years ended December 31, 2008 and March
31, 2009, respectively, and other public filings with the
Securities and Exchange Commission (the �SEC�) for a further
discussion of these and other risks and uncertainties applicable to
our businesses. Neither Pulte nor Centex undertakes any duty to
update any forward-looking statement whether as a result of new
information, future events or changes in our respective
expectations.
Additional Information
In connection with the proposed transaction Pulte has filed with
the SEC a registration statement on Form S-4 that includes a
preliminary joint proxy statement of Pulte and Centex that also
constitutes a prospectus of Pulte. At the appropriate time, Pulte
and Centex will mail the definitive joint proxy
statement/prospectus to their respective shareholders. Before
making any voting or investment decision, investors are urged to
read the definitive joint proxy statement/prospectus when it
becomes available because it will contain important information
about the proposed transaction. You may obtain copies of all
documents filed with the SEC regarding this transaction, free of
charge, at the SEC�s website at www.sec.gov, by accessing Pulte�s
website at www.pulte.com under the heading �Investor Relations� and
from Pulte by directing a request to Pulte Homes, Inc., 100
Bloomfield Hills Parkway Suite 300, Bloomfield Hills, Michigan
48304, Attention: Investor Relations, and by accessing Centex�s
website at www.centex.com under the heading �Investors� and from
Centex by directing a request to Centex Corporation Investor
Relations, P.O. Box 199000, Dallas, Texas 75219-9000.
Pulte and Centex and their respective directors and executive
officers and certain 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
Pulte�s directors and executive officers in its definitive proxy
statement filed with the SEC on April 7, 2009. You can find
information about Centex�s directors and executive officers in its
definitive proxy statement filed with the SEC on June 6, 2008.
Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the definitive joint proxy statement/prospectus and other relevant
materials to be filed with the SEC when they become available. You
can obtain free copies of these documents from Pulte and Centex
using the contact information above.
Centex (NYSE:CTX)
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